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NEP-20200930_G1.JPG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission
File
Number
Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number
IRS Employer
Identification
Number
1-36518 NEXTERA ENERGY PARTNERS, LP 30-0818558


700 Universe Boulevard
Juno Beach, Florida 33408
(561) 694-4000

State or other jurisdiction of incorporation or organization:  Delaware

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol Name of exchange
on which registered
Common units NEP New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.   Yes þ    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

Large Accelerated Filer     þ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Exchange Act of 1934.   ☐   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).   Yes ☐  No ☑

Number of NextEra Energy Partners, LP common units outstanding at September 30, 2020:  73,001,272

DEFINITIONS

Acronyms and defined terms used in the text include the following:
Term Meaning
2019 Form 10-K NEP's Annual Report on Form 10-K for the year ended December 31, 2019
AOCI accumulated other comprehensive income (loss)
ASA administrative services agreement
BLM U.S. Bureau of Land Management
CSCS agreement amended and restated cash sweep and credit support agreement
IDR fee certain payments from NEP OpCo to NEE Management as a component of the MSA which are based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders
IPP independent power producer
limited partner interest in NEP OpCo
limited partner interest in NEP OpCo's common units
Management's Discussion Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
March 2020 Form 10-Q NEP's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020
MSA amended and restated management services agreement among NEP, NEE Management, NEP OpCo and NEP OpCo GP
MW megawatt(s)
NEE NextEra Energy, Inc.
NEECH NextEra Energy Capital Holdings, Inc.
NEE Equity NextEra Energy Equity Partners, LP
NEE Management NextEra Energy Management Partners, LP
NEER NextEra Energy Resources, LLC
NEP NextEra Energy Partners, LP
NEP GP NextEra Energy Partners GP, Inc.
NEP OpCo NextEra Energy Operating Partners, LP
NEP OpCo GP NextEra Energy Operating Partners GP, LLC
NEP Pipelines NextEra Energy Partners Pipelines, LLC
NEP Renewables NEP Renewables, LLC
NEP Renewables II NEP Renewables II, LLC
NOLs net operating losses
Note __ Note __ to condensed consolidated financial statements
O&M operations and maintenance
Pemex
Petróleos Mexicanos
PPA power purchase agreement
preferred units Series A convertible preferred units representing limited partner interests in NEP
SEC U.S. Securities and Exchange Commission
STX Midstream South Texas Midstream, LLC
Texas pipelines natural gas pipeline assets located in Texas
Texas pipeline entities the subsidiaries of NEP that directly own the Texas pipelines
U.S. United States of America
VIE variable interest entity

Each of NEP and NEP OpCo has subsidiaries and affiliates with names that may include NextEra Energy, NextEra Energy Partners and similar references. For convenience and simplicity, in this report, the terms NEP and NEP OpCo are sometimes used as abbreviated references to specific subsidiaries, affiliates or groups of subsidiaries or affiliates. The precise meaning depends on the context. Discussions of NEP's ownership of subsidiaries and projects refers to its controlling interest in the general partner of NEP OpCo and NEP's indirect interest in and control over the subsidiaries of NEP OpCo. See Note 6 for a description of NEE's noncontrolling interest in NEP OpCo. References to NEP's projects and NEP's pipelines generally include NEP's consolidated subsidiaries and the projects and pipelines in which NEP has equity method investments.
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TABLE OF CONTENTS


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3
FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the federal securities laws. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions, strategies, future events or performance (often, but not always, through the use of words or phrases such as result, are expected to, will continue, is anticipated, believe, will, could, should, would, estimated, may, plan, potential, future, projection, goals, target, outlook, predict and intend or words of similar meaning) are not statements of historical facts and may be forward looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on NEP's operations and financial results, and could cause NEP's actual results to differ materially from those contained or implied in forward-looking statements made by or on behalf of NEP in this Form 10-Q, in presentations, on its website, in response to questions or otherwise.

Operational Risks
•NEP's ability to make cash distributions to its unitholders is affected by wind and solar conditions at its renewable energy projects.
•NEP's business, financial condition, results of operations and prospects can be materially adversely affected by weather conditions, including, but not limited to, the impact of severe weather.
•Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned power outages, reduced output, personal injury or loss of life.
•Natural gas gathering and transmission activities involve numerous risks that may result in accidents or otherwise affect NEP's pipeline operations.
•NEP depends on certain of the renewable energy projects and pipelines in its portfolio for a substantial portion of its anticipated cash flows.
•NEP is pursuing the expansion of natural gas pipelines and the repowering of wind projects that will require up-front capital expenditures and expose NEP to project development risks.
•Terrorist acts, cyberattacks or other similar events could impact NEP's projects, pipelines or surrounding areas and adversely affect its business.
•The ability of NEP to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. NEP's insurance coverage does not insure against all potential risks and it may become subject to higher insurance premiums.
•Warranties provided by the suppliers of equipment for NEP's projects may be limited by the ability of a supplier to satisfy its warranty obligations, or by the terms of the warranty, so the warranties may be insufficient to compensate NEP for its losses.
•Supplier concentration at certain of NEP's projects may expose it to significant credit or performance risks.
•NEP relies on interconnection, transmission and other pipeline facilities of third parties to deliver energy from its renewable energy projects and to transport natural gas to and from its pipelines. If these facilities become unavailable, NEP's projects and pipelines may not be able to operate or deliver energy or may become partially or fully unavailable to transport natural gas.
•NEP's business is subject to liabilities and operating restrictions arising from environmental, health and safety laws and regulations, compliance with which may require significant capital expenditures, increase NEP's cost of operations and affect or limit its business plans.
•NEP's renewable energy projects or pipelines may be adversely affected by legislative changes or a failure to comply with applicable energy and pipeline regulations.
•Pemex may claim certain immunities under the Foreign Sovereign Immunities Act and Mexican law, and the Texas pipeline entities' ability to sue or recover from Pemex for breach of contract may be limited and may be exacerbated if there is a deterioration in the economic relationship between the U.S. and Mexico.
•NEP does not own all of the land on which the projects in its portfolio are located and its use and enjoyment of the property may be adversely affected to the extent that there are any lienholders or land rights holders that have rights that are superior to NEP's rights or the BLM suspends its federal rights-of-way grants.
•NEP is subject to risks associated with litigation or administrative proceedings that could materially impact its operations, including, but not limited to, proceedings related to projects it acquires in the future.
•NEP's cross-border operations require NEP to comply with anti-corruption laws and regulations of the U.S. government and Mexico.
•NEP is subject to risks associated with its ownership or acquisition of projects or pipelines that are under construction, which could result in its inability to complete construction projects on time or at all, and make projects too expensive to complete or cause the return on an investment to be less than expected.

Contract Risks
•NEP relies on a limited number of customers and is exposed to the risk that they may be unwilling or unable to fulfill their contractual obligations to NEP or that they otherwise terminate their agreements with NEP.
•NEP may not be able to extend, renew or replace expiring or terminated PPAs, natural gas transportation agreements or other customer contracts at favorable rates or on a long-term basis.
4
•If the energy production by or availability of NEP's renewable energy projects is less than expected, they may not be able to satisfy minimum production or availability obligations under their PPAs.

Risks Related to NEP's Acquisition Strategy and Future Growth
•NEP's growth strategy depends on locating and acquiring interests in additional projects consistent with its business strategy at favorable prices.
•Lower prices for other fuel sources may reduce the demand for wind and solar energy.
•Reductions in demand for natural gas in the United States or Mexico and low market prices of natural gas could materially adversely affect the NEP pipeline operations and cash flows.
•Government laws, regulations and policies providing incentives and subsidies for clean energy could be changed, reduced or eliminated at any time and such changes may negatively impact NEP's growth strategy.
•NEP's growth strategy depends on the acquisition of projects developed by NEE and third parties, which face risks related to project siting, financing, construction, permitting, the environment, governmental approvals and the negotiation of project development agreements.
•Acquisitions of existing clean energy projects involve numerous risks.
•Renewable energy procurement is subject to U.S. state regulations, with relatively irregular, infrequent and often competitive procurement windows.
•NEP may continue to acquire other sources of clean energy and may expand to include other types of assets. Any further acquisition of non-renewable energy projects may present unforeseen challenges and result in a competitive disadvantage relative to NEP's more-established competitors.
•NEP faces substantial competition primarily from regulated utilities, developers, IPPs, pension funds and private equity funds for opportunities in North America.
•The natural gas pipeline industry is highly competitive, and increased competitive pressure could adversely affect NEP's business.

Risks Related to NEP's Financial Activities
•NEP may not be able to access sources of capital on commercially reasonable terms, which would have a material adverse effect on its ability to consummate future acquisitions.
•Restrictions in NEP and its subsidiaries' financing agreements could adversely affect NEP's business, financial condition, results of operations and ability to make cash distributions to its unitholders.
•NEP's cash distributions to its unitholders may be reduced as a result of restrictions on NEP's subsidiaries’ cash distributions to NEP under the terms of their indebtedness or other financing agreements.
•NEP's subsidiaries’ substantial amount of indebtedness may adversely affect NEP's ability to operate its business, and its failure to comply with the terms of its subsidiaries' indebtedness could have a material adverse effect on NEP's financial condition.
•NEP is exposed to risks inherent in its use of interest rate swaps.

Risks Related to NEP's Relationship with NEE
•NEE has influence over NEP.
•Under the CSCS agreement, NEP receives credit support from NEE and its affiliates. NEP's subsidiaries may default under contracts or become subject to cash sweeps if credit support is terminated, if NEE or its affiliates fail to honor their obligations under credit support arrangements, or if NEE or another credit support provider ceases to satisfy creditworthiness requirements, and NEP will be required in certain circumstances to reimburse NEE for draws that are made on credit support.
•NEER or one of its affiliates is permitted to borrow funds received by NEP's subsidiaries and is obligated to return these funds only as needed to cover project costs and distributions or as demanded by NEP OpCo. NEP's financial condition and ability to make distributions to its unitholders, as well as its ability to grow distributions in the future, is highly dependent on NEER’s performance of its obligations to return all or a portion of these funds.
•NEP may not be able to consummate future acquisitions.
•NEER's right of first refusal may adversely affect NEP's ability to consummate future sales or to obtain favorable sale terms.
•NEP GP and its affiliates may have conflicts of interest with NEP and have limited duties to NEP and its unitholders.
•NEP GP and its affiliates and the directors and officers of NEP are not restricted in their ability to compete with NEP, whose business is subject to certain restrictions.
•NEP may only terminate the MSA under certain specified conditions.
•If the agreements with NEE Management or NEER are terminated, NEP may be unable to contract with a substitute service provider on similar terms.
•NEP's arrangements with NEE limit NEE's potential liability, and NEP has agreed to indemnify NEE against claims that it may face in connection with such arrangements, which may lead NEE to assume greater risks when making decisions relating to NEP than it otherwise would if acting solely for its own account.

Risks Related to Ownership of NEP's Units
•NEP's ability to make distributions to its unitholders depends on the ability of NEP OpCo to make cash distributions to its limited partners.
5
•If NEP incurs material tax liabilities, NEP's distributions to its unitholders may be reduced, without any corresponding reduction in the amount of the IDR fee.
•Holders of NEP's units may be subject to voting restrictions.
•NEP's partnership agreement replaces the fiduciary duties that NEP GP and NEP's directors and officers might have to holders of its common units with contractual standards governing their duties.
•NEP's partnership agreement restricts the remedies available to holders of NEP's common units for actions taken by NEP's directors or NEP GP that might otherwise constitute breaches of fiduciary duties.
•Certain of NEP's actions require the consent of NEP GP.
•Holders of NEP's common units and preferred units currently cannot remove NEP GP without NEE's consent.
•NEE's interest in NEP GP and the control of NEP GP may be transferred to a third party without unitholder consent.
•The IDR fee may be assigned to a third party without unitholder consent.
•NEP may issue additional units without unitholder approval, which would dilute unitholder interests.
•Reimbursements and fees owed to NEP GP and its affiliates for services provided to NEP or on NEP's behalf will reduce cash distributions from NEP OpCo and from NEP to NEP's unitholders, and there are no limits on the amount that NEP OpCo may be required to pay.
•Discretion in establishing cash reserves by NEP OpCo GP may reduce the amount of cash distributions to unitholders.
•NEP OpCo can borrow money to pay distributions, which would reduce the amount of credit available to operate NEP's business.
•Increases in interest rates could adversely impact the price of NEP's common units, NEP's ability to issue equity or incur debt for acquisitions or other purposes and NEP's ability to make cash distributions to its unitholders.
•The liability of holders of NEP's units, which represent limited partnership interests in NEP, may not be limited if a court finds that unitholder action constitutes control of NEP's business.
•Unitholders may have liability to repay distributions that were wrongfully distributed to them.
•Provisions in NEP's partnership agreement may discourage or delay an acquisition of NEP that NEP unitholders may consider favorable, which could decrease the value of NEP's common units, and could make it more difficult for NEP unitholders to change the board.
•The New York Stock Exchange does not require a publicly traded limited partnership like NEP to comply with certain of its corporate governance requirements.
•The issuance of preferred units or other securities convertible into common units may affect the market price for NEP's common units, will dilute common unitholders’ ownership in NEP and may decrease the amount of cash available for distribution for each common unit.
•The preferred units have rights, preferences and privileges that are not held by, and are preferential to the rights of, holders of the common units.

Taxation Risks
•NEP's future tax liability may be greater than expected if NEP does not generate NOLs sufficient to offset taxable income or if tax authorities challenge certain of NEP's tax positions.
•NEP's ability to use NOLs to offset future income may be limited.
•NEP will not have complete control over NEP's tax decisions.
•A valuation allowance may be required for NEP's deferred tax assets.
•Distributions to unitholders may be taxable as dividends.

Coronavirus Pandemic Risks
•The coronavirus pandemic may have a material adverse impact on NEP's business, financial condition, liquidity, results of operations and ability to make cash distributions to its unitholders.

These factors should be read together with the risk factors included in Part I, Item 1A. Risk Factors in the 2019 Form 10-K and Part II, Item 1A. Risk Factors in the March 2020 Form 10-Q and investors should refer to those sections of the 2019 Form 10-K and the March 2020 Form 10-Q. Any forward-looking statement speaks only as of the date on which such statement is made, and NEP undertakes no obligation to update any forward-looking statement to reflect events or circumstances, including, but not limited to, unanticipated events, after the date on which such statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained or implied in any forward-looking statement.

Website Access to U.S. Securities and Exchange Commission (SEC) Filings. NEP makes its SEC filings, including the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, available free of charge on NEP's internet website, www.nexteraenergypartners.com, as soon as reasonably practicable after those documents are electronically filed with or furnished to the SEC. The information and materials available on NEP's website are not incorporated by reference into this Form 10-Q.
6
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(millions, except per unit amounts)
(unaudited)

Three Months Ended 
 September 30, 		Nine Months Ended 
 September 30,
2020 2019 2020 2019
OPERATING REVENUES
Renewable energy sales
$ 187  $ 201  $ 546  $ 494 
Texas pipelines service revenues
53  52  159  155 
Total operating revenues(a)
240  253  705  649 
OPERATING EXPENSES
Operations and maintenance(b)
93  90  273  247 
Depreciation and amortization
68  68  200  192 
Taxes other than income taxes and other
11  7  25  20 
Total operating expenses - net
172  165  498  459 
OPERATING INCOME 68  88  207  190 
OTHER INCOME (DEDUCTIONS)
Interest expense
93  (372) (730) (735)
Equity in earnings of equity method investees
44  21  91  29 
Equity in earnings (losses) of non-economic ownership interests
11  1  (7) (10)
Other - net
4  1  4  3 
Total other income (deductions) - net
152  (349) (642) (713)
INCOME (LOSS) BEFORE INCOME TAXES 220  (261) (435) (523)
INCOME TAX EXPENSE (BENEFIT) 25  (18) (37) (35)
NET INCOME (LOSS) 195  (243) (398) (488)
Net income attributable to preferred distributions
(1) (2) (5) (14)
Net loss (income) attributable to noncontrolling interests
(138) 173  284  380 
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
$ 56  $ (72) $ (119) $ (122)
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP - basic
$ 0.83  $ (1.21) $ (1.80) $ (2.12)
Earnings (loss) per common unit attributable to NextEra Energy Partners, LP - assuming dilution
$ 0.76  $ (1.21) $ (1.80) $ (2.12)
____________________
(a)    Includes related party revenues of $2 million and $2 million for the three months ended September 30, 2020 and 2019, respectively, and $13 million and $5 million for the nine months ended September 30, 2020 and 2019, respectively.
(b)    Includes O&M expenses related to renewable energy projects of $51 million and $50 million for the three months ended September 30, 2020 and 2019, respectively, and $150 million and $135 million for the nine months ended September 30, 2020 and 2019, respectively. Includes O&M expenses related to the Texas pipelines of $10 million and $12 million for the three months ended September 30, 2020 and 2019, respectively, and $32 million and $33 million for the nine months ended September 30, 2020 and 2019, respectively. Total O&M expenses presented include related party amounts of $40 million and $28 million for the three months ended September 30, 2020 and 2019, respectively, and $107 million and $76 million for the nine months ended September 30, 2020 and 2019, respectively.












This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2019 Form 10-K.
7
NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(millions)
(unaudited)

Three Months Ended 
 September 30, 		Nine Months Ended 
 September 30,
2020 2019 2020 2019
NET INCOME (LOSS) $ 195  $ (243) $ (398) $ (488)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Reclassification from AOCI to net income (net of $0, $0, $0 and $0 tax benefit, respectively)
—  —  —  (6)
Other comprehensive income related to equity method investees (net of $0, $0, $0 and $0 tax expense, respectively)
—  —  1  1 
Total other comprehensive income (loss), net of tax —  —  1  (5)
COMPREHENSIVE INCOME (LOSS) 195  (243) (397) (493)
Comprehensive income attributable to preferred distributions
(1) (2) (5) (14)
Comprehensive loss (income) attributable to noncontrolling interests
(138) 173  283  384 
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
$ 56  $ (72) $ (119) $ (123)






































This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2019 Form 10-K.
8
NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED BALANCE SHEETS
(millions)
(unaudited)

September 30,
2020 		December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents $ 95  $ 128 
Accounts receivable 89  79 
Other receivables 166  173 
Due from related parties 89  17 
Inventory 25  20 
Other current assets 16  16 
Total current assets 480  433 
Non-current assets:
Property, plant and equipment - net 7,047  6,970 
Intangible assets – PPAs - net 1,577  1,655 
Intangible assets – customer relationships - net 614  627 
Goodwill 609  609 
Investments in equity method investees 1,617  1,653 
Deferred income taxes 258  172 
Other non-current assets 130  137 
Total non-current assets 11,852  11,823 
TOTAL ASSETS $ 12,332  $ 12,256 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 179  $ 122 
Due to related parties 66  58 
Current portion of long-term debt 13  12 
Accrued interest 20  40 
Derivatives 19  1 
Accrued property taxes 21  21 
Other current liabilities 45  47 
Total current liabilities 363  301 
Non-current liabilities:
Long-term debt 3,890  4,132 
Asset retirement obligation 144  139 
Derivatives 1,001  417 
Non-current due to related party 34  34 
Other non-current liabilities 177  167 
Total non-current liabilities 5,246  4,889 
TOTAL LIABILITIES 5,609  5,190
COMMITMENTS AND CONTINGENCIES
EQUITY
Preferred units (2.9 and 4.7 units issued and outstanding, respectively)
112  183 
Common units (73.0 and 65.5 units issued and outstanding, respectively)
2,194  2,008 
Accumulated other comprehensive loss (8) (8)
Noncontrolling interests 4,425  4,883 
TOTAL EQUITY 6,723  7,066 
TOTAL LIABILITIES AND EQUITY $ 12,332  $ 12,256 



This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2019 Form 10-K.
9
NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(millions)
(unaudited)
Nine Months Ended September 30,
2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ (398) $ (488)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
200  192 
Intangible amortization - PPAs
77  46 
Change in value of derivative contracts
602  589 
Deferred income taxes
(44) (35)
Equity in earnings of equity method investees, net of distributions received
50  (27)
Equity in losses of non-economic ownership interests
7  10 
Other - net
17  28 
Changes in operating assets and liabilities:
Other current assets
(10) (34)
Other non-current assets
1  (2)
Other current liabilities
(16) (25)
Other non-current liabilities
(4) (2)
Net cash provided by operating activities
482  252 
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of membership interests in subsidiaries - net
—  (1,028)
Capital expenditures and other investments
(236) (39)
Payments to related parties under CSCS agreement - net
(70) (459)
Distributions from equity method investee
8  — 
    Other 15  7 
Net cash used in investing activities (283) (1,519)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common units - net
2  3 
Issuances of long-term debt
68  1,650 
Retirements of long-term debt
(17) (1,001)
Debt issuance costs
(1) (18)
Partner contributions
7  2 
Partner distributions
(320) (259)
Preferred unit distributions
(6) (17)
Proceeds from differential membership investors
94  66 
Payments to differential membership investors
(23) (22)
    Payments to Class B noncontrolling interest investors (34) (15)
    Proceeds on sale of Class B noncontrolling interests - net —  893 
Change in amounts due to related parties
(2) 29 
Net cash provided by (used in) financing activities (232) 1,311 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (33) 44 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - BEGINNING OF PERIOD
132  166 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - END OF PERIOD
$ 99  $ 210 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Partner noncash distributions
$ 2  $ 3 
Partner noncash contributions
$ —  $ 11 
Change in noncash investments in equity method investees - net
$ 7  $ 12 
Accrued property additions
$ 67  $ 4 
    Accrued preferred distributions $ 1  $ 4 
Conversion of convertible notes to common units $ 300  $ — 






This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2019 Form 10-K.
10
NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(millions)
(unaudited)


Preferred Units Common Units Accumulated
Other
Units
Amount Units Amount Comprehensive
Loss 		Noncontrolling
Interests 		Total
Equity
Balances, December 31, 2019 4.7  $ 183  65.5  $ 2,008  $ (8) $ 4,883  $ 7,066 
Net income (loss) —  2  —  (222) —  (500) (720)
Related party contributions —  —  —  —  —  3  3 
Related party distributions —  —  —  —  —  (62) (62)
Other differential membership investment activity —  —  —  —  —  40  40 
Payments to Class B noncontrolling interest investors —  —  —  —  —  (10) (10)
Distributions to unitholders(a)
—  (2) —  (35) —  —  (37)
Other —  —  —  (1) —  —  (1)
Balances, March 31, 2020 4.7  183  65.5  1,750  (8) 4,354  6,279 
Net income —  2  —  47  —  78  127 
Other comprehensive income —  —  —  —  —  1  1 
Related party note receivable —  —  —  —  —  1  1 
Related party contributions —  —  —  —  —  2  2 
Related party distributions —  —  —  —  —  (69) (69)
Other differential membership investment activity —  —  —  —  —  (8) (8)
Payments to Class B noncontrolling interest investors —  —  —  —  —  (11) (11)
Distributions to unitholders(a)
—  (2) —  (36) —  —  (38)
Other —  —  —  (2) —  1  (1)
Balances, June 30, 2020 4.7  183  65.5  1,759  (8) 4,349  6,283 
Issuance of common units - net(b)
(1.8) (71) 7.5  418  —  —  347 
Net income —  1  —  56  —  138  195 
Related party contributions —  —  —  —  —  1  1 
Related party distributions —  —  —  —  —  (81) (81)
Changes in non-economic ownership interests —  —  —  —  —  (7) (7)
Other differential membership investment activity —  —  —  —  —  39  39 
Payments to Class B noncontrolling interest investors —  —  —  —  —  (13) (13)
Distributions to unitholders(a)
—  (1) —  (39) —  —  (40)
Other —  —  —  —  —  (1) (1)
Balances, September 30, 2020 2.9  $ 112  73.0  $ 2,194  $ (8) $ 4,425  $ 6,723 
_________________________
(a)    Distributions per common unit of $0.5775, $0.5550 and $0.5350 were paid during the three months ended September 30, 2020, June 30, 2020 and March 31, 2020, respectively. At September 30, 2020, $1 million of preferred unit distributions were accrued and are payable in November 2020.
(b)    .During the three months ended September 30, 2020, NEP issued 1.8 million NEP common units upon the conversion of preferred units on a one-for-one basis and issued approximately 5.7 million NEP common units upon the conversion of $300 million of convertible notes (see Note 7 - Equity). NEP recognized a deferred tax asset of $47 million related to the issuance of NEP common units.



















This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2019 Form 10-K.
11

NEXTERA ENERGY PARTNERS, LP
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(millions)
(unaudited)

Preferred Units Common Units Accumulated
Other
Units Amount Units Amount Comprehensive
Loss 		Noncontrolling
Interests 		Total
Equity
Balances, December 31, 2018 14.0  $ 548  56.1  $ 1,804  $ (6) $ 3,192  $ 5,538 
Issuance of common units - net —  —  0.1  1  —  —  1 
Net income (loss) —  6  —  (22) —  (105) (121)
Other comprehensive loss —  —  —  —  (2) (3) (5)
Related party contributions —  —  —  —  —  1  1 
Related party distributions —  —  —  —  —  (51) (51)
Changes in non-economic ownership interests
—  —  —  —  —  (6) (6)
Other differential membership investment activity —  —  —  —  —  24  24 
Payments to Class B noncontrolling interest investors —  —  —  —  —  (5) (5)
Distributions to unitholders(a)
—  (6) —  (26) —  —  (32)
Other —  —  —  —  —  1  1 
Balances, March 31, 2019 14.0  548  56.2  1,757  (8) 3,048  5,345 
Issuance of common units - net —  —  —  1  —  —  1 
Acquisition of subsidiary with noncontrolling ownership interests —  —  —  —  —  472  472 
Net income (loss) —  6  —  (28) —  (102) (124)
Related party note receivable —  —  —  —  —  1  1 
Related party contributions —  —  —  —  —  11  11 
Related party distributions —  —  —  —  —  (56) (56)
Other differential membership investment activity —  —  —  —  —  (8) (8)
Payments to Class B noncontrolling interest investors —  —  —  —  —  (3) (3)
Distributions to unitholders(a)
—  (6) —  (27) —  —  (33)
Sale of Class B noncontrolling interest - net —  —  —  —  —  893  893 
Other —  —  —  1  —  —  1 
Balances, June 30, 2019 14.0  548  56.2  1,704  (8) 4,256  6,500 
Issuance of common units - net(b)
(4.7) (183) 4.7  203  —  —  20 
Acquisition of subsidiary with noncontrolling ownership interests —  —  —  (1) —  (10) (11)
Net income (loss) —  2  —  (72) —  (173) (243)
Related party distributions —  —  —  —  —  (71) (71)
Changes in non-economic ownership interests
—  —  —  —  —  (6) (6)
Other differential membership investment activity —  —  —  —  —  27  27 
Payments to Class B noncontrolling interest investors —  —  —  —  —  (7) (7)
Distributions to unitholders(a)
—  (2) —  (31) —  —  (33)
Other —  —  (0.1) —  —  —  — 
Balances, September 30, 2019 9.3  $ 365  60.8  $ 1,803  $ (8) $ 4,016  $ 6,176 
_____________________________
(a)    Distributions per common unit of $0.5025, $0.4825 and $0.4650 were paid during the three months ended September 30, 2019, June 30, 2019 and March 31, 2019, respectively.
(b)    During the three months ended September 30, 2019, NEP converted approximately 4.67 million preferred units into NEP common units on a one-for-one basis and recognized a deferred tax asset of $20 million related to the issuance of NEP common units.












This report should be read in conjunction with the Notes herein and the Notes to Consolidated Financial Statements appearing in the 2019 Form 10-K.
12

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The accompanying condensed consolidated financial statements should be read in conjunction with the 2019 Form 10-K. In the opinion of NEP management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain amounts included in the prior year's condensed consolidated financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Acquisitions
In June 2019, an indirect subsidiary of NEP completed the acquisition from NEER (June 2019 acquisition) of the following:

•100% of the membership interests in Ashtabula Wind II, LLC, a project company that owns a 120 MW wind generation facility located in North Dakota;
•100% of the membership interests in Garden Wind, LLC, a project company that owns a 150 MW wind generation facility (Story County II) located in Iowa;
•100% of the membership interests in White Oak Energy Holdings, LLC, which owns 100% of the membership interests of White Oak Energy LLC, which owns a 150 MW wind generation facility located in Illinois;
•100% of the Class C membership interests in Rosmar Holdings, LLC (Rosmar), which represent a 49.99% noncontrolling ownership interest in two solar generation facilities, Marshall and Roswell, with a total combined generating capacity of approximately 132 MW located in Minnesota and New Mexico, respectively; and
•49.99% of the membership interests, representing a controlling ownership interest, in Silver State South Solar, LLC (Silver State), which indirectly owns a 250 MW solar generation facility located in Nevada.
NEER retained ownership interests in Rosmar and Silver State and remains the managing member of Rosmar. Thus, NEP's interest in Rosmar is reflected within investments in equity method investees on the condensed consolidated balance sheets. NEER's remaining interest in Silver State is reflected within noncontrolling interests on the condensed consolidated balance sheets (see Note 10 - Noncontrolling Interests).

The purchase price included approximately $1,020 million in cash consideration, plus working capital of $12 million. Under the acquisition method, the purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair value. All fair value measurements of assets acquired and liabilities assumed were based on significant estimates and assumptions, including Level 3 (unobservable) inputs, which require judgment. Estimates and assumptions include the projected timing and amount of future cash flows, discount rates reflecting risk inherent in future cash flows and future market prices.
The following table summarizes the final amounts recognized by NEP for the estimated fair value of assets acquired and liabilities assumed in the June 2019 acquisition:

(millions)
Total consideration transferred $ 1,032 
Identifiable assets acquired and liabilities assumed
Cash $ 4 
Accounts receivable, other receivables and prepaid expenses 159 
Property, plant and equipment – net 350 
Intangible assets – PPAs 1,110 
Goodwill 25 
Other non-current assets 133 
Accounts payable, accrued expenses and other current liabilities (132)
Other non-current liabilities (155)
Noncontrolling interest (462)
Total net identifiable assets, at fair value $ 1,032 
In November 2019, Meade Pipeline Investment, LLC (the Meade purchaser), an indirect subsidiary of NEP, acquired all of the ownership interests in Meade Pipeline Co LLC (Meade) which owns an approximately 39.2% aggregate ownership interest in the Central Penn Line (CPL), a 185-mile natural gas pipeline that operates in Pennsylvania and a 40% ownership interest in an expansion project (the expansion) of the gas pipeline. NEP's indirect ownership interest in Meade, including Meade's ownership interests in the CPL and the expansion, is reflected as investments in equity method investees.

13

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
2. Revenue

Revenue is recognized when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. NEP's operating revenues are generated primarily from various non-affiliated parties under PPAs and natural gas transportation agreements. NEP's operating revenues from contracts with customers are partly offset by the amortization of intangible assets - PPAs. Revenue is recognized as energy and any related renewable energy attributes are delivered, based on rates stipulated in the respective PPAs, or natural gas transportation services are performed. NEP believes that the obligation to deliver energy and provide the natural gas transportation services is satisfied over time as the customer simultaneously receives and consumes benefits provided by NEP. In addition, NEP believes that the obligation to deliver renewable energy attributes is satisfied at multiple points in time, with the control of the renewable energy attribute being transferred at the same time the related energy is delivered. Included in NEP’s operating revenues for the three months ended September 30, 2020 is $184 million and $53 million, for the nine months ended September 30, 2020 is $533 million and $157 million, for the three months ended September 30, 2019 is $213 million and $52 million, and for the nine months ended September 30, 2019 is $513 million and $155 million, of revenue from contracts with customers for renewable energy sales and natural gas transportation services, respectively. NEP's accounts receivable are primarily associated with revenues earned from contracts with customers. Receivables represent unconditional rights to consideration and reflect the differences in timing of revenue recognition and cash collections. For substantially all of NEP's receivables, regardless of the type of revenue transaction from which the receivable originated, customer and counterparty credit risk is managed in the same manner and the terms and conditions of payment are similar.
NEP recognizes revenues as energy and any related renewable energy attributes are delivered or natural gas transportation services are performed, consistent with the amounts billed to customers based on rates stipulated in the respective PPAs. NEP considers the amount billed to represent the value of energy delivered or services provided to the customer. NEP’s customers typically receive bills monthly with payment due within 30 days.
The contracts with customers related to pipeline service revenues contain a fixed price related to firm natural gas transportation capacity with maturity dates ranging from 2020 to 2035. At September 30, 2020, NEP expects to record approximately $2.0 billion of revenues over the remaining terms of the related contracts as the capacity is provided. Revenues yet to be earned under contracts with customers to deliver energy and any related energy attributes, which have maturity dates ranging from 2026 to 2046, will vary based on the volume of energy delivered. At September 30, 2020, NEP expects to record approximately $205 million of revenues related to the fixed price components of one PPA through 2039 as the energy is delivered.

3. Income Taxes

Income taxes are calculated for NEP as a single taxpaying corporation for U.S. federal and state income taxes (based on its election to be taxed as a corporation). NEP recognizes in income its applicable ownership share of U.S. income taxes due to the disregarded tax status of substantially all of the U.S. projects under NEP OpCo. Net income or loss attributable to noncontrolling interests includes minimal U.S. taxes.

The effective tax rate for the three and nine months ended September 30, 2020 was approximately 11% and 9%, respectively, and for the three and nine months ended September 30, 2019 was approximately 7% and 7%, respectively, and was primarily affected by tax expense (benefit) attributable to noncontrolling interests of approximately $(28) million and $61 million for the three and nine months ended September 30, 2020, respectively, and $38 million and $80 million for the three and nine months ended September 30, 2019, respectively.

4. Fair Value Measurements

The fair value of assets and liabilities are determined using either unadjusted quoted prices in active markets (Level 1) or pricing inputs that are observable (Level 2) whenever that information is available and using unobservable inputs (Level 3) to estimate fair value only when relevant observable inputs are not available. NEP uses several different valuation techniques to measure the fair value of assets and liabilities relying primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities for those assets and liabilities that are measured at fair value on a recurring basis. Certain financial instruments may be valued using multiple inputs including discount rates, counterparty credit ratings and credit enhancements. NEP’s assessment of the significance of any particular input to the fair value measurement requires judgment and may affect the placement of those assets and liabilities within the fair value hierarchy levels. Non-performance risk, including the consideration of a credit valuation adjustment, is also considered in the determination of fair value for all assets and liabilities measured at fair value. Transfers between fair value hierarchy levels occur at the beginning of the period in which the transfer occurred.

14

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Cash Equivalents and Restricted Cash Equivalents - The fair value of money market funds that are included in cash and cash equivalents, other current assets and other non-current assets on the condensed consolidated balance sheets is estimated using a market approach based on current observable market prices.

Interest Rate Contracts - NEP estimates the fair value of its derivatives using an income approach based on a discounted cash flows valuation technique utilizing the net amount of estimated future cash inflows and outflows related to the agreements. The primary inputs used in the fair value measurements include the contractual terms of the derivative agreements, current interest rates and credit profiles. The significant inputs for the resulting fair value measurement are market-observable inputs and the measurements are reported as Level 2 in the fair value hierarchy.

NEP’s financial assets and liabilities and other fair value measurements made on a recurring basis by fair value hierarchy level are as follows:
September 30, 2020 December 31, 2019
Level 1
Level 2 Total Level 1 Level 2 Total
(millions)
Assets:
Cash equivalents
$ 3  $ —  $ 3  $ 16  $ —  $ 16 
Interest rate contracts
—  53  53  —  9 9
Total assets
$ 3  $ 53  $ 56  $ 16  $ 9  $ 25 
Liabilities:
Interest rate contracts
$ —  $ 1,073  $ 1,073  $ —  $ 427  $ 427 
Total liabilities
$ —  $ 1,073  $ 1,073  $ —  $ 427  $ 427 

Financial Instruments Recorded at Other than Fair Value - The carrying amounts and estimated fair values of other financial instruments recorded at other than fair value are as follows:
September 30, 2020 December 31, 2019
Carrying
Value 		Fair
Value 		Carrying
Value 		Fair
Value
(millions)
Long-term debt, including current maturities(a)
$ 3,903  $ 4,016  $ 4,144  $ 4,235 
____________________
(a)    At September 30, 2020 and December 31, 2019, approximately $3,990 million and $4,211 million, respectively, of the fair value is estimated using a market approach based on quoted market prices for the same or similar issues (Level 2); the balance is estimated using an income approach utilizing a discounted cash flow valuation technique, considering the current credit profile of the debtor (Level 3).

5. Derivative Instruments and Hedging Activity

NEP uses derivative instruments (primarily interest rate swaps) to manage the interest rate cash flow risk associated with outstanding and expected future debt issuances and borrowings. NEP records all derivative instruments that are required to be marked to market as either assets or liabilities on its condensed consolidated balance sheets and measures them at fair value each reporting period. NEP does not utilize hedge accounting for its derivative instruments. All changes in the derivatives' fair value are recognized in interest expense in the condensed consolidated statements of income (loss). At September 30, 2020 and December 31, 2019, the net notional amounts of the interest rate contracts were approximately $7,082 million and $6,859 million, respectively.

During the nine months ended September 30, 2019, NEP reclassified approximately $6 million from AOCI to interest expense primarily because the related future transactions being hedged were no longer going to occur. At September 30, 2020, NEP's AOCI does not include any amounts related to cash flow hedges. Cash flows from the interest rate contracts are reported in cash flows from operating activities in the condensed consolidated statements of cash flows.


15

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Fair Value of Derivative Instruments - The tables below present NEP's gross derivative positions, based on the total fair value of each derivative instrument, at September 30, 2020 and December 31, 2019, as required by disclosure rules, as well as the location of the net derivative positions, based on the expected timing of future payments, on the condensed consolidated balance sheets.
September 30, 2020
Gross Basis
Net Basis
Assets Liabilities Assets Liabilities
(millions)
Interest rate contracts $ 53  $ 1,073  $ —  $ 1,020 
Net fair value by balance sheet line item:
Other current assets $ — 
Other non-current assets — 
Derivatives - current $ 19 
Derivatives - non-current 1,001 
Total derivatives
$ —  $ 1,020 

December 31, 2019
Gross Basis Net Basis
Assets Liabilities Assets Liabilities
(millions)
Interest rate contracts $ 9  $ 427  $ —  $ 418 
Net fair value by balance sheet line item:
Other current assets $ — 
Other non-current assets — 
Derivatives - current $ 1 
Derivatives - non-current 417 
Total derivatives
$ —  $ 418 

Financial Statement Impact of Derivative Instruments - Gains (losses) related to NEP's interest rate contracts are recorded in the condensed consolidated financial statements as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
(millions)
Interest rate contracts:
Gains reclassified from AOCI to interest expense $ —  $ —  $ —  $ 5 
Gains (losses) recognized in interest expense $ 131  $ (311) $ (609) $ (589)

Credit-Risk-Related Contingent Features - Certain of NEP's derivative instruments contain credit-related cross-default and material adverse change triggers, none of which contain requirements to maintain certain credit ratings or financial ratios. At September 30, 2020 and December 31, 2019, the aggregate fair value of NEP's derivative instruments with contingent risk features that were in a liability position was approximately $971 million and $420 million, respectively.

6. Variable Interest Entities

NEP has identified NEP OpCo, a limited partnership with a general partner and limited partners, as a VIE. NEP has consolidated the results of NEP OpCo and its subsidiaries because of its controlling interest in the general partner of NEP OpCo. At September 30, 2020, NEP owned an approximately 41.8% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling 58.2% limited partner interest in NEP OpCo (NEE's noncontrolling interest). The assets and liabilities of NEP OpCo as well as the operations of NEP OpCo represent substantially all of NEP's assets and liabilities and its operations.

In addition, at September 30, 2020, NEP OpCo consolidated 12 VIEs related to certain subsidiaries that have sold differential membership interests in entities which own and operate 20 wind electric generation facilities. These entities are considered VIEs because the holders of the differential membership interests do not have substantive rights over the significant activities of these entities. The assets, primarily property, plant and equipment - net, and liabilities, primarily asset retirement obligation and non-
16

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
current due to related party, of the VIEs, totaled approximately $4,699 million and $127 million, respectively, at September 30, 2020 and $4,814 million and $122 million, respectively, at December 31, 2019.

At September 30, 2020, NEP OpCo also consolidated four VIEs related to the sales of noncontrolling Class B interests in certain NEP subsidiaries. See Note 10 - Noncontrolling Interests. These entities are considered VIEs because the holders of the noncontrolling Class B interests do not have substantive rights over the significant activities of the entities. The assets, primarily property, plant and equipment - net and intangible assets - PPAs, and the liabilities, primarily long-term debt, other long-term liabilities and asset retirement obligation, of these VIEs totaled approximately $7,770 million and $1,586 million, respectively, at September 30, 2020 and $7,900 million and $1,448 million, respectively, at December 31, 2019. These VIEs include three other VIEs related to Rosmar, Silver State and Meade. See Note 1. In addition, certain of these VIEs contain entities which have sold differential membership interests and approximately $2,073 million and $2,122 million of assets and $56 million and $53 million of liabilities are also included in the disclosure of the VIEs related to differential membership interests at September 30, 2020 and December 31, 2019, respectively.

NEP has an indirect equity method investment in three NEER solar projects with a total generating capacity of 277 MW. Through a series of transactions, a subsidiary of NEP issued 1,000,000 NEP OpCo Class B Units, Series 1 and 1,000,000 NEP OpCo Class B Units, Series 2, to NEER for approximately 50% of the ownership interests in the three solar projects (non-economic ownership interests). NEER, as holder of the NEP OpCo Class B Units, will retain 100% of the economic rights in the projects to which the respective Class B Units relate, including the right to all distributions paid by the project subsidiaries that own the projects to NEP OpCo. NEER has agreed to indemnify NEP against all risks relating to NEP’s ownership of the projects until NEER offers to sell economic interests to NEP and NEP accepts such offer, if NEP chooses to do so. NEER has also agreed to continue to manage the operation of the projects at its own cost, and to contribute to the projects any capital necessary for the operation of the projects, until NEER offers to sell economic interests to NEP and NEP accepts such offer. At September 30, 2020 and December 31, 2019, NEP's equity method investment related to the non-economic ownership interests of approximately $10 million and $11 million, respectively, is reflected as other non-current assets and $21 million and $7 million, respectively, is reflected as other non-current liabilities on the condensed consolidated balance sheets. All equity in earnings of the non-economic ownership interests is allocated to net income attributable to noncontrolling interests. NEP is not the primary beneficiary and therefore does not consolidate these entities because it does not control any of the ongoing activities of these entities, was not involved in the initial design of these entities and does not have a controlling interest in these entities.

7. Capitalization

Debt - Significant long-term debt issuances and borrowings by subsidiaries of NEP during the nine months ended September 30, 2020 were as follows:
Date Issued/Borrowed
Debt Issuances/Borrowings Interest
Rate 		Principal
Amount 		Maturity
Date
(millions)
February 2020 NEP OpCo senior secured revolving credit facility
Variable(a)
$ 50 
(b)
2025
January 2020 - September 2020 Senior secured limited-recourse debt
Variable(a)
$ 18 
(c)
2026
————————————
(a)Variable rate is based on an underlying index plus a margin.
(b)At September 30, 2020, $550 million of borrowings were outstanding and approximately $114 million of letters of credit were issued under the NEP OpCo credit facility.
(c)At September 30, 2020, approximately $836 million of borrowings were outstanding under the existing credit agreement of the Meade purchaser and Pipeline Investment Holdings, LLC (Meade credit agreement).

In February 2020, NEP OpCo and its direct subsidiary (loan parties) entered into an amendment of their existing revolving credit facility. The amendments to the revolving credit facility include, among other things, an extension of the maturity from February 2024 to February 2025.

NEP OpCo and its subsidiaries' secured long-term debt agreements are secured by liens on certain assets and contain provisions which, under certain conditions, could restrict the payment of distributions or related party fee payments. At September 30, 2020, NEP and its subsidiaries were in compliance with all financial debt covenants under their financings.

Equity - On October 20, 2020, the board of directors of NEP authorized a distribution of $0.5950 per common unit payable on November 13, 2020 to its common unitholders of record on November 5, 2020.

During the three and nine months ended September 30, 2020, NEP issued 1.8 million NEP common units upon the conversion of preferred units on a one-for-one basis and issued approximately 5.7 million NEP common units upon the conversion of $300 million of senior unsecured convertible notes (convertible notes). In October 2020, NEP received approximately $30 million in cash related to the unwinding of a capped call transaction that was entered into in connection with the issuance of the
17

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
convertible notes and NEP issued approximately 1.2 million NEP common units upon the conversion of preferred units on a one-for-one basis.

Earnings (Loss) Per Unit - Diluted earnings (loss) per unit is based on the weighted-average number of common units and potential common units outstanding during the period, including the dilutive effect of the convertible notes and preferred units. The dilutive effect of the convertible notes and preferred units is computed using the if-converted method.

The reconciliation of NEP's basic and diluted earnings (loss) per unit for the three and nine months ended September 30, 2020 and 2019 is as follows:
Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
(millions, except per unit amounts)
Numerator:
Net income (loss) attributable to NEP – basic $ 56  $ (72) $ (119) $ (122)
Adjustments for convertible notes and preferred units(a)
2  —  —  — 
Net income (loss) attributable to NEP used to compute diluted earnings (loss) per unit $ 58  $ (72) $ (119) $ (122)
Denominator:
Weighted-average number of common units outstanding – basic 67.7  59.9  66.2  57.4 
Effect of dilutive convertible notes and preferred units(a)
8.2  —  —  — 
Weighted-average number of common units outstanding and assumed conversions 75.9  59.9  66.2  57.4 
Earnings (loss) per unit attributable to NEP:
Basic $ 0.83  $ (1.21) $ (1.80) $ (2.12)
Assuming dilution $ 0.76  $ (1.21) $ (1.80) $ (2.12)
————————————
(a)Due to the net losses incurred during the nine months ended September 30, 2020 and the three and nine months ended September 30, 2019, the weighted-average number of common units issuable pursuant to the convertible notes and preferred units totaling approximately 9.6 million, 15.9 million and 18.4 million, respectively, were not included in the calculation of diluted loss per unit due to their antidilutive effect.

8. Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss)
Net Unrealized
Gains on
Cash Flow Hedges 		Other Comprehensive
Income (Loss) Related to
Equity Method Investees 		Total
(millions)
Balances, December 31, 2019 $ —  $ (22) $ (22)
Net other comprehensive income (loss)
—  —  — 
Balances, March 31, 2020 —  (22) (22)
Other comprehensive income related to equity method investee
—  1  1 
Net other comprehensive income —  1  1 
Balances, June 30, 2020 —  (21) (21)
Net other comprehensive income (loss)
—  —  — 
Balances, September 30, 2020 $ —  $ (21) $ (21)
AOCI attributable to noncontrolling interest
$ —  $ (13) $ (13)
AOCI attributable to NEP
$ —  $ (8) $ (8)


18

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Accumulated Other Comprehensive Income (Loss)
Net Unrealized
Gains on
Cash Flow Hedges 		Other Comprehensive Income (Loss) Related to Equity Method Investee Total
(millions)
Balances, December 31, 2018 $ 6  $ (24) $ (18)
Amounts reclassified from AOCI to interest expense
(6) —  (6)
Other comprehensive income related to equity method investee
—  1  1 
Net other comprehensive income (loss)
(6) 1  (5)
Balances, March 31, 2019 —  (23) (23)
Net other comprehensive income (loss)
—  —  — 
Balances, June 30, 2019 —  (23) (23)
Net other comprehensive income (loss)
—  —  — 
Balances, September 30, 2019 $ —  $ (23) $ (23)
AOCI attributable to noncontrolling interest
$ —  $ (15) $ (15)
AOCI attributable to NEP
$ —  $ (8) $ (8)
9. Related Party Transactions

Each project entered into O&M agreements and ASAs with subsidiaries of NEER whereby the projects pay a certain annual fee plus actual costs incurred in connection with certain O&M and administrative services performed under these agreements. These services are reflected as operations and maintenance in the condensed consolidated statements of income (loss). Additionally, a NEP subsidiary pays an affiliate for transmission services which are reflected as operations and maintenance in the condensed consolidated statements of income (loss). Certain projects have also entered into various types of agreements including those related to shared facilities and transmission lines, transmission line easements, technical support and construction coordination with subsidiaries of NEER whereby certain fees or cost reimbursements are paid to, or received by, certain subsidiaries of NEER.

Management Services Agreement - Under the MSA, an indirect wholly owned subsidiary of NEE provides operational, management and administrative services to NEP, including managing NEP’s day-to-day affairs and providing individuals to act as NEP’s executive officers and directors, in addition to those services that are provided under the existing O&M agreements and ASAs described above between NEER subsidiaries and NEP subsidiaries. NEP OpCo pays NEE an annual management fee equal to the greater of 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the most recently ended fiscal year and $4 million (as adjusted for inflation beginning in 2016), which is paid in quarterly installments with an additional payment each January to the extent 1% of the sum of NEP OpCo’s net income plus interest expense, income tax expense and depreciation and amortization expense less certain non-cash, non-recurring items for the preceding fiscal year exceeds $4 million (as adjusted for inflation beginning in 2016). NEP OpCo also makes certain payments to NEE based on the achievement by NEP OpCo of certain target quarterly distribution levels to its unitholders. NEP’s O&M expenses for the three and nine months ended September 30, 2020 include approximately $29 million and $82 million, respectively, and for the three and nine months ended September 30, 2019 include $24 million and $68 million, respectively, related to the MSA.

Cash Sweep and Credit Support Agreement - NEP OpCo is a party to the CSCS agreement with NEER under which NEER and certain of its affiliates provide credit support in the form of letters of credit and guarantees to satisfy NEP’s subsidiaries’ contractual obligations. NEP OpCo pays NEER an annual credit support fee based on the level and cost of the credit support provided, payable in quarterly installments. NEP’s O&M expenses for the three and nine months ended September 30, 2020 include approximately $1 million and $4 million, respectively, and for the three and nine months ended September 30, 2019 include $1 million and $4 million, respectively, related to the CSCS agreement.

NEER and certain of its affiliates may withdraw funds (Project Sweeps) received by NEP OpCo under the CSCS agreement, or its subsidiaries in connection with certain long-term debt agreements, and hold those funds in accounts belonging to NEER or its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries. NEER and its affiliates may keep the funds until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs or NEP OpCo otherwise demands the return of such funds. If NEER or its affiliates fail to return withdrawn funds when required by NEP's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER or its affiliates in the amount of such withdrawn funds. If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the
19

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
return of such funds, it will be permitted to retain those earnings. At September 30, 2020 and December 31, 2019, the cash sweep amounts held in accounts belonging to NEER or its affiliates were approximately $82 million and $12 million, respectively, and are included in due from related parties on the condensed consolidated balance sheets.

Guarantees and Letters of Credit Entered into by Related Parties - Certain PPAs include requirements of the project entities to meet certain performance obligations. NEECH or NEER has provided letters of credit or guarantees for certain of these performance obligations and payment of any obligations from the transactions contemplated by the PPAs. In addition, certain financing agreements require cash and cash equivalents to be reserved for various purposes. In accordance with the terms of these financing agreements, guarantees from NEECH have been substituted in place of these cash and cash equivalents reserve requirements. Also, under certain financing agreements, indemnifications have been provided by NEECH. In addition, certain interconnection agreements and site certificates require letters of credit or a surety bond to secure certain payment or restoration obligations related to those agreements. NEECH also guarantees the Project Sweep amounts held in accounts belonging to NEER, as described above. At September 30, 2020, NEECH or NEER guaranteed or provided indemnifications, letters of credit or surety bonds totaling approximately $636 million related to these obligations. Agreements related to the sale of differential membership interests require NEER to guarantee payments due by the VIEs and the indemnifications to the VIEs' respective investors. At September 30, 2020, NEER guaranteed a total of approximately $11 million related to these obligations.

Due to Related Party - Non-current amounts due to related party on the condensed consolidated balance sheets primarily represent amounts owed by certain of NEP's wind projects to NEER to refund NEER for certain transmission costs paid on behalf of the wind projects. Amounts will be paid to NEER as the wind projects receive payments from third parties for related notes receivable recorded in other non-current assets on the condensed consolidated balance sheets.

Transportation and Fuel Management Agreements - A subsidiary of NEP assigned to a subsidiary of NEER certain gas commodity agreements in exchange for entering into transportation agreements and a fuel management agreement whereby the benefits of the gas commodity agreements (net of transportation paid to the NEP subsidiary) are passed back to the NEP subsidiary. NEP recognized revenues related to the transportation and fuel management agreements of approximately $2 million and $12 million during the three and nine months ended September 30, 2020, respectively, and $2 million and $5 million during the three and nine months ended September 30, 2019, respectively.

10. Summary of Significant Accounting and Reporting Policies

Restricted Cash - At September 30, 2020 and December 31, 2019, NEP had approximately $3 million and $3 million, respectively, of restricted cash included in other current assets on NEP's condensed consolidated balance sheets. Restricted cash at September 30, 2020 and December 31, 2019 is primarily related to collateral deposits from a counterparty. Restricted cash reported as current assets are recorded as such based on the anticipated use of these funds.

Reference Rate Reform - In March 2020, the Financial Accounting Standards Board (FASB) issued an accounting standards update which provides certain options to apply GAAP guidance on contract modifications and hedge accounting as companies transition from the London Inter-Bank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates that are yet to be determined or finalized. NEP’s contracts that reference LIBOR or other interbank offered rates mainly relate to debt and derivative instruments. The standards update was effective upon issuance and can be applied prospectively through December 31, 2022. NEP is currently evaluating whether to apply the options provided by the standards update with regard to its contracts that reference LIBOR or other interbank offered rates as an interest rate benchmark.

20

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
Noncontrolling Interests - At September 30, 2020, the Class B noncontrolling ownership interests (the Class B noncontrolling ownership interests in NEP Renewables sold in 2018 and NEP Renewables II, NEP Pipelines and STX Midstream sold in 2019), the differential membership interests, NEE's approximately 58.2% noncontrolling limited partner interest in NEP OpCo and NEER's approximately 50% noncontrolling ownership interest in Silver State, as well as a non-affiliated party's 10% interest in one of the Texas pipelines and the non-economic ownership interests are reflected as noncontrolling interests on the condensed consolidated balance sheets. The impact of the net income (loss) attributable to the differential membership interests and the Class B noncontrolling ownership interests are allocated to NEE's noncontrolling ownership interest and the net income attributable to NEP based on the respective ownership percentage of NEP OpCo. Details of the activity in noncontrolling interests are below:
 Class B Noncontrolling Ownership Interests
Differential Membership Interests NEER's Noncontrolling Ownership Interests in NEP OpCo and Silver State Other Noncontrolling Ownership Interests Total Noncontrolling
Interests
Nine months ended September 30, 2020 (millions)
Balances, December 31, 2019 $ 2,628  $ 1,798  $ 389  $ 68  $ 4,883 
Net income (loss) attributable to NCI 52  (71) (459) (22) (500)
Related party contributions —  —  —  3  3 
Related party distributions —  —  (60) (2) (62)
Differential membership investment contributions, net of distributions
—  40  —  —  40 
Payments to Class B noncontrolling interest investors
(10) —  —  —  (10)
Balances, March 31, 2020 2,670  1,767  (130) 47  4,354 
Related party note receivable —  —  1  —  1 
Net income (loss) attributable to NCI 53  (78) 97  6  78 
Other comprehensive income —  —  1  —  1 
Related party contributions —  —  —  2  2 
Related party distributions —  —  (67) (2) (69)
Differential membership investment contributions, net of distributions
—  (8) —  —  (8)
Payments to Class B noncontrolling interest investors
(11) —  —  —  (11)
Other —  —  1  —  1 
Balances, June 30, 2020 2,712  1,681  (97) 53  4,349 
Net income (loss) attributable to NCI 55  (56) 126  13  138 
Related party contributions —  —  —  1  1 
Related party distributions —  —  (79) (2) (81)
Changes in non-economic ownership interests —  —  —  (7) (7)
Differential membership investment contributions, net of distributions —  39  —  —  39 
Payments to Class B noncontrolling interest investors
(13) —  —  —  (13)
Other —  (1) —  —  (1)
Balances, September 30, 2020 $ 2,754  $ 1,663  $ (50) $ 58  $ 4,425 

21

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(unaudited)
 Class B Noncontrolling Ownership Interests Differential Membership Interests NEER's Noncontrolling Ownership Interests in NEP OpCo and Silver State Other Noncontrolling Ownership Interests Total Noncontrolling
Interests
Nine months ended September 30, 2019 (millions)
Balances, December 31, 2018 $ 751  $ 2,019  $ 342  $ 80  $ 3,192 
Net income (loss) attributable to NCI 12  (60) (50) (7) (105)
Other comprehensive loss —  —  (3) —  (3)
Related party contributions —  —  1  —  1 
Related party distributions —  —  (50) (1) (51)
Changes in non-economic ownership interests
—  —  —  (6) (6)
Differential membership investment contributions, net of distributions
—  24  —  —  24 
Payments to Class B noncontrolling interest investors (5) —  —  —  (5)
Other —  —  1  —  1 
Balances, March 31, 2019 758  1,983  241  66  3,048 
Sale of noncontrolling interest in a NEP OpCo subsidiary 893  —  —  —  893 
Acquisition of subsidiary with noncontrolling ownership interests —  —  472  —  472 
Related party note receivable —  —  1  —  1 
Net income (loss) attributable to NCI 25  (63) (59) (5) (102)
Related party contributions —  —  11  —  11 
Related party distributions —  —  (54) (2) (56)
Differential membership investment contributions, net of distributions
—  (8) —  —  (8)
Payments to Class B noncontrolling interest investors (3) —  —  —  (3)
Balances, June 30, 2019 1,673  1,912  612  59  4,256 
Acquisition of subsidiary with noncontrolling ownership interests —  —  (10) —  (10)
Net income (loss) attributable to NCI 34  (64) (143) —  (173)
Related party distributions —  —  (69) (2) (71)
Changes in non-economic ownership interests —  —  —  (6) (6)
Differential membership investment contributions, net of distributions —  27  —  —  27 
Payments to Class B noncontrolling interest investors (7) —  —  —  (7)
Balances, September 30, 2019 $ 1,700  $ 1,875  $ 390  $ 51  $ 4,016 


11. Commitments and Contingencies
Development, Engineering and Construction Commitments - At September 30, 2020, indirect subsidiaries of NEP had several engineering, procurement and construction contracts and a funding commitment related to the repowering of certain wind facilities and expansion projects at certain pipelines. Those contracts have varying payment terms and some include performance obligations that allow the NEP subsidiaries to receive liquidated damages if the contractor does not perform. As of September 30, 2020, the NEP subsidiaries had purchased approximately $274 million related to these projects, of which $50 million was purchased from NEER. Such costs primarily have been capitalized in property, plant and equipment - net on the condensed consolidated balance sheets. As of September 30, 2020, the NEP subsidiaries have remaining commitments under these contracts of approximately $97 million.

PG&E Bankruptcy - The Genesis, Desert Sunlight and Shafter solar projects have PPAs with PG&E. On January 29, 2019, PG&E filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. PG&E’s Chapter 11 filing, or related events, caused events of default under the related financings which, among other things, blocked the distribution of cash generated by those projects. On July 1, 2020, PG&E emerged from bankruptcy, curing the related events of default that remained outstanding. On July 23, 2020, NEP received a distribution of approximately $65 million from Desert Sunlight.

22

NEXTERA ENERGY PARTNERS, LP
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
(unaudited)
Coronavirus Pandemic - NEP is closely monitoring the global outbreak of the novel coronavirus (COVID-19) and is taking steps intended to mitigate the potential risks to NEP posed by COVID-19. NEP has implemented its pandemic plan, which includes various processes and procedures intended to limit the impact of COVID-19 on its business. These processes and procedures include the pandemic plan implemented by NEER related to services NEER provides to NEP. To date, there has been no material impact on NEP's operations, financial performance, or liquidity as a result of COVID-19; however, the ultimate severity or duration of the outbreak or its effects on the global, national or local economy, the capital and credit markets, the services NEER provides to NEP, or NEP's customers and suppliers is uncertain. NEP cannot predict whether COVID-19 will have a material impact on its business, financial condition, liquidity, results of operations and ability to make cash distributions to its unitholders.
23

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

NEP is a growth-oriented limited partnership formed to acquire, manage and own contracted clean energy projects with stable long-term cash flows. NEP consolidates the results of NEP OpCo and its subsidiaries through its controlling interest in the general partner of NEP OpCo. At September 30, 2020, NEP owned an approximately 41.8% limited partner interest in NEP OpCo and NEE Equity owned a noncontrolling 58.2% limited partner interest in NEP OpCo. Through NEP OpCo, NEP has ownership interests in a portfolio of contracted renewable generation assets consisting of wind and solar projects and a portfolio of contracted natural gas pipeline assets. NEP's financial results are shown on a consolidated basis with financial results attributable to NEE Equity reflected in noncontrolling interests.

This discussion should be read in conjunction with the Notes contained herein and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2019 Form 10-K. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussions, all comparisons are with the corresponding items in the prior year period.

In June 2019, an indirect subsidiary of NEP completed the acquisition from NEER of indirect membership interests in three wind and three solar generation facilities with a combined net generating capacity of approximately 611 MW. In November 2019, an indirect subsidiary of NEP acquired all of the ownership interests in Meade, which owns interests in a natural gas pipeline. See Note 1.

NEP is closely monitoring the global outbreak of COVID-19 and is taking steps intended to mitigate the potential risks to NEP posed by COVID-19. See Note 11 - Coronavirus Pandemic.

Results of Operations
Three Months Ended 
 September 30, 		Nine Months Ended 
 September 30,
2020 2019 2020 2019
(millions)
Statement of Income (Loss) Data:
OPERATING REVENUES
Renewable energy sales
$ 187  $ 201  $ 546  $ 494 
Texas pipelines service revenues
53  52  159  155 
Total operating revenues 240  253  705  649 
OPERATING EXPENSES
 Operations and maintenance 93  90  273  247 
Depreciation and amortization
68  68  200  192 
Taxes other than income taxes and other
11  7  25  20 
Total operating expenses - net
172  165  498  459 
OPERATING INCOME 68  88  207  190 
OTHER INCOME (DEDUCTIONS)
Interest expense
93  (372) (730) (735)
Equity in earnings of equity method investees
44  21  91  29 
Equity in earnings (losses) of non-economic ownership interests
11  1  (7) (10)
Other - net
4  1  4  3 
Total other income (deductions) - net
152  (349) (642) (713)
INCOME (LOSS) BEFORE INCOME TAXES 220  (261) (435) (523)
INCOME TAX EXPENSE (BENEFIT) 25  (18) (37) (35)
NET INCOME (LOSS) 195  (243) (398) (488)
Net income attributable to preferred distributions
(1) (2) (5) (14)
Net loss (income) attributable to noncontrolling interests
(138) 173  284  380 
NET INCOME (LOSS) ATTRIBUTABLE TO NEXTERA ENERGY PARTNERS, LP
$ 56  $ (72) $ (119) $ (122)

Three Months Ended September 30, 2020 Compared to Three Months Ended September 30, 2019

Operating Revenues

Renewable energy sales decreased approximately $14 million during the three months ended September 30, 2020 primarily due to lower wind resource.
24


Other Income (Deductions)

Interest Expense
Interest expense decreased approximately $465 million during the three months ended September 30, 2020 due to a favorable change of $442 million related to mark-to-market activity as well as a net decrease of $23 million in interest expense primarily related to the absence of $16 million of net losses related to the purchase of Genesis debt in 2019.

Equity in Earnings of Equity Method Investees
Equity in earnings of equity method investees increased approximately $23 million during the three months ended September 30, 2020 primarily due to $16 million of earnings related to the ownership interests in Meade acquired in November 2019 (see Note 1) as well as an increase of $7 million in earnings related to NEP's ownership interest in Desert Sunlight.

Equity in Earnings (Losses) of Non-Economic Ownership Interests
The earnings related to non-economic ownership interests increased approximately $10 million during the three months ended September 30, 2020 due to higher earnings at the related projects primarily related to favorable mark-to-market activity.

Income Taxes

For the three months ended September 30, 2020, NEP recorded income tax expense of approximately $25 million on income before income taxes of $220 million, resulting in an effective tax rate of 11%. The tax expense is comprised primarily of income tax expense of approximately $46 million at the statutory rate of 21% and $3 million of state income taxes, partly offset by $28 million of income tax benefit attributable to noncontrolling interests.

For the three months ended September 30, 2019, NEP recorded income tax benefit of approximately $18 million on loss before income taxes of $261 million, resulting in an effective tax rate of 7%. The tax benefit is comprised primarily of income tax benefit of approximately $55 million at the statutory rate of 21% and $4 million of state income taxes, partly offset by $38 million of income tax attributable to noncontrolling interests.

Net Loss (Income) Attributable to Noncontrolling Interests

For the three months ended September 30, 2020 and 2019, net loss (income) attributable to noncontrolling interests reflects the net income or loss attributable to NEE's noncontrolling interest in NEP OpCo, a non-affiliated party's 10% interest in one of the Texas pipelines, the loss allocated to differential membership interest investors and the income allocated to the Class B noncontrolling interests in NEP Renewables and NEP Renewables II as well as NEER's approximately 50% noncontrolling interest in Silver State. Additionally, for the three months ended September 30, 2020, net loss (income) attributable to noncontrolling interests reflects the income allocated to the Class B noncontrolling interests in NEP Pipelines and STX Midstream sold in the fourth quarter of 2019. See Note 10 - Noncontrolling Interests.

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

Operating Revenues

Renewable energy sales increased approximately $52 million during the nine months ended September 30, 2020 reflecting an increase of approximately $39 million related to the projects acquired in June 2019 and an increase of $13 million primarily related to higher wind and solar resource.

Operating Expenses

Operations and Maintenance
O&M expenses increased approximately $26 million during the nine months ended September 30, 2020 primarily reflecting increases of $13 million in higher IDR fees related to growth in NEP's distributions to its common unitholders, $6 million related to the projects acquired in June 2019 and $8 million in other project operating expenses.

Other Income (Deductions)

Interest Expense
Interest expense decreased approximately $5 million during the nine months ended September 30, 2020 due to a net decrease of approximately $25 million in interest expense primarily related to the absence of $16 million of net losses related to the purchase of Genesis debt in 2019, partly offset by an increase in interest expense of $20 million related to unfavorable mark-to-market activity.

Equity in Earnings of Equity Method Investees
Equity in earnings of equity method investees increased approximately $62 million during the nine months ended September 30, 2020 primarily due to $48 million of earnings related to the ownership interests in Meade acquired in November 2019 (see Note 1) as well as an increase of approximately $13 million in earnings related to the ownership interest in Desert Sunlight.
25


Income Taxes

For the nine months ended September 30, 2020, NEP recorded an income tax benefit of approximately $37 million on loss before income taxes of $435 million, resulting in an effective tax rate of 9%. The tax benefit is comprised primarily of income tax benefit of approximately $91 million at the statutory rate of 21% and $6 million of state tax benefit, partly offset by $61 million of income tax attributable to noncontrolling interests. Despite NEP's loss before income taxes, primarily driven by unfavorable mark-to-market activity related to its derivative contracts, NEP currently estimates that it will be able to realize its deferred tax assets. The assumptions used in NEP's evaluation require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates NEP is using to manage the underlying businesses.

For the nine months ended September 30, 2019, NEP recorded income tax benefit of approximately $35 million on loss before income taxes of $523 million, resulting in an effective tax rate of 7%. The tax benefit is comprised primarily of income tax benefit of approximately $110 million at the statutory rate of 21% and $7 million of state income taxes, partly offset by $80 million of income tax attributable to noncontrolling interests.

Net Loss Attributable to Noncontrolling Interests

For the nine months ended September 30, 2020 and 2019, net loss attributable to noncontrolling interests reflects the net income or loss attributable to NEE's noncontrolling interest in NEP OpCo, a non-affiliated party's 10% interest in one of the Texas pipelines, the loss allocated to differential membership interest investors and the income allocated to the Class B noncontrolling interests in NEP Renewables and NEP Renewables II as well as NEER's approximately 50% noncontrolling interest in Silver State. Additionally, for the nine months ended September 30, 2020, net loss attributable to noncontrolling interests reflects the income allocated to the Class B noncontrolling interests in NEP Pipelines and STX Midstream sold in the fourth quarter of 2019. See Note 10 - Noncontrolling Interests.

Liquidity and Capital Resources

NEP’s ongoing operations use cash to fund O&M expenses, maintenance capital expenditures, debt service payments and distributions to common and preferred unitholders and holders of noncontrolling interests. NEP expects to satisfy these requirements primarily with internally generated cash flow. In addition, as a growth-oriented limited partnership, NEP expects from time to time to make acquisitions and other investments. These acquisitions and investments are expected to be funded with borrowings under credit facilities or term loans, issuances of indebtedness, issuances of additional NEP common units or preferred units, capital raised pursuant to other financing structures, cash on hand and cash generated from operations.

These sources of funds are expected to be adequate to provide for NEP's short-term and long-term liquidity and capital needs, although its ability to make future acquisitions, fund additional expansion or repowering of existing projects and increase its distributions to common unitholders will depend on its ability to access capital on acceptable terms.

As a normal part of its business, depending on market conditions, NEP expects from time to time to consider opportunities to repay, redeem, repurchase or refinance its indebtedness. In addition, NEP expects from time to time to consider potential investments in new acquisitions and the expansion or repowering of existing projects. These events may cause NEP to seek additional debt or equity financing, which may not be available on acceptable terms or at all. Additional debt financing, if available, could impose operating restrictions, additional cash payment obligations and additional covenants.

NEP OpCo has agreed to allow NEER or one of its affiliates to withdraw funds received by NEP OpCo or its subsidiaries and to hold those funds in accounts of NEER or one of its affiliates to the extent the funds are not required to pay project costs or otherwise required to be maintained by NEP's subsidiaries, until the financing agreements permit distributions to be made, or, in the case of NEP OpCo, until such funds are required to make distributions or to pay expenses or other operating costs. NEP OpCo will have a claim for any funds that NEER fails to return:

•    when required by its subsidiaries’ financings;
•    when its subsidiaries’ financings otherwise permit distributions to be made to NEP OpCo;
•    when funds are required to be returned to NEP OpCo; or
•    when otherwise demanded by NEP OpCo.

In addition, NEER and certain of its affiliates may withdraw funds in connection with certain long-term debt agreements and hold those funds in accounts belonging to NEER or its affiliates and provide credit support in the amount of such withdrawn funds. If NEER fails to return withdrawn funds when required by NEP's subsidiaries’ financing agreements, the lenders will be entitled to draw on any credit support provided by NEER in the amount of such withdrawn funds.

If NEER or one of its affiliates realizes any earnings on the withdrawn funds prior to the return of such funds, it will be permitted to retain those earnings.

26

Liquidity Position

At September 30, 2020, NEP's liquidity position was approximately $763 million. The table below provides the components of NEP’s liquidity position:
September 30, 2020 Maturity Date
(millions)
Cash and cash equivalents
$ 95 
Amounts due under the CSCS agreement
82 
Revolving credit facilities(a)
1,250  2025
Less borrowings
(550)
Less issued letters of credit (114)
Total(b)
$ 763 
____________________
(a)    Excludes certain credit facilities due to restrictions on the use of the borrowings.
(b)    Excludes current restricted cash of approximately $3 million at September 30, 2020. See Note 10 - Restricted Cash.

Management believes that NEP's liquidity position and cash flows from operations will be adequate to finance O&M, maintenance capital expenditures, distributions to its unitholders and liquidity commitments. Management continues to regularly monitor NEP's financing needs consistent with prudent balance sheet management.

Financing Arrangements

In February 2020, NEP OpCo and its direct subsidiary entered into an amendment of their existing revolving credit facility to extend the maturity date to February 2025. During the nine months ended September 30, 2020, $50 million was drawn under the NEP OpCo revolving credit facility and $10 million was repaid. In addition, approximately $18 million was borrowed under the Meade credit agreement for the Meade expansion and $6 million was repaid. See Note 7 - Debt.

NEP OpCo and certain indirect subsidiaries are subject to financings that contain financial covenants and distribution tests, including debt service coverage ratios. In general, these financings contain covenants customary for these types of financings, including limitations on investments and restricted payments. Certain of NEP's financings provide for interest payable at a fixed interest rate. However, certain of NEP's financings accrue interest at variable rates based on an underlying index plus a margin. Interest rate contracts were entered into for certain of these financings to hedge against interest rate movements with respect to interest payments on the related borrowings. In addition, under the project-level financings, each project will be permitted to pay distributions out of available cash so long as certain conditions are satisfied, including that reserves are funded with cash or credit support, no default or event of default under the applicable financings has occurred and is continuing at the time of such distribution or would result therefrom, and each project is otherwise in compliance with the project-level financing’s covenants. For the majority of the project-level financings, minimum debt service coverage ratios must be satisfied in order to make a distribution. For one project-level financing, the project must maintain a leverage ratio and an interest coverage ratio in order to make a distribution. At September 30, 2020, NEP's subsidiaries were in compliance with all financial debt covenants under their financings.

Equity

During the nine months ended September 30, 2020, NEP issued 1.8 million NEP common units upon the conversion of preferred units on a one-for-one basis and issued approximately 5.7 million NEP common units upon the conversion of $300 million of convertible notes. In October 2020, NEP issued approximately 1.2 million NEP common units upon the conversion of preferred units on a one-for-one basis.
27

Contractual Obligations

NEP's contractual obligations at September 30, 2020 were as follows:
Remainder of 2020 2021 2022 2023 2024 Thereafter Total
(millions)
Debt, including interest(a)
$ 53  $ 159  $ 160  $ 363  $ 1,408  $ 2,616  $ 4,759 
Other contractual obligations(b)
45  57  22  13  14  139  290 
Asset retirement activities(c)
—  —  —  —  —  573  573 
MSA and credit support(d)
2  8  8  8  8  182  216 
Total
$ 100  $ 224  $ 190  $ 384  $ 1,430  $ 3,510  $ 5,838 
____________________
(a)    Includes principal, interest, fees on credit facilities and interest rate contracts. Variable rate interest was computed using September 30, 2020 rates.
(b)    Primarily reflects commitments related to construction activities (see Note 11 - Development, Engineering and Construction Commitments), lease payment obligations and payments related to the acquisition of certain development rights.
(c)    Represents expected cash payments adjusted for inflation for estimated costs to perform asset retirement activities.
(d)    Represents minimum fees under the MSA and CSCS agreement. See Note 9.

Capital Expenditures

Annual capital spending plans are developed based on projected requirements for the projects. Capital expenditures primarily represent the estimated cost of capital improvements, including construction expenditures that are expected to increase NEP OpCo’s operating income or operating capacity over the long term. Capital expenditures for projects that have already commenced commercial operations are generally not significant because most expenditures relate to repairs and maintenance and are expensed when incurred. For the nine months ended September 30, 2020 and 2019, NEP had capital expenditures of approximately $236 million and $39 million, respectively, primarily reflecting costs associated with the repowering of certain wind facilities and expansion projects at certain pipelines. In August 2020, an expansion investment at one of the Texas pipelines was placed in service. In addition, NEP expects to make additional investments in CPL related to an expansion scheduled for commercial operation by mid-2022. NEP also expects to have capital expenditures related to repowering investments at two wind generation facilities. One of the repowering projects was completed in October 2020 and the second repowering project is expected to be completed in the fourth quarter of 2020. See Note 11 - Development, Engineering and Construction Commitments. Approximately $97 million in commitments related to the repowering and expansion projects are included in the contractual obligations table above. These estimates are subject to continuing review and adjustments and actual capital expenditures may vary significantly from these estimates.

Cash Distributions to Unitholders

During the nine months ended September 30, 2020, NEP distributed approximately $110 million to its common unitholders. On October 20, 2020, the board of directors of NEP authorized a distribution of $0.5950 per common unit payable on November 13, 2020 to its common unitholders of record on November 5, 2020. During the nine months ended September 30, 2020, NEP distributed approximately $6 million to its preferred unitholders and, at September 30, 2020, NEP accrued $1 million in preferred distributions to be paid in November 2020.

Cash Flows

Nine Months Ended September 30, 2020 Compared to Nine Months Ended September 30, 2019

The following table reflects the changes in cash flows for the comparative periods:
2020 2019
Change
(millions)
Nine Months Ended September 30,
Net cash provided by operating activities
$ 482  $ 252  $ 230 
Net cash used in investing activities $ (283) $ (1,519) $ 1,236 
Net cash provided by (used in) financing activities $ (232) $ 1,311  $ (1,543)

Net Cash Provided by Operating Activities

The increase in net cash provided by operating activities was primarily driven by distributions received associated with the ownership interests in Meade acquired in November 2019 (see Note 1) and Desert Sunlight (see Note 11 - PG&E Bankruptcy) as well as higher cash from operations associated with the projects acquired in June 2019 (see Note 1) and higher wind and solar resource.

28

Net Cash Used in Investing Activities
2020 2019
(millions)
Nine Months Ended September 30,
Acquisition of membership interests in subsidiaries - net $ —  $ (1,028)
Capital expenditures and other investments (236) (39)
Payments to related parties under CSCS agreement - net (70) (459)
Distributions from equity method investee 8  — 
    Other
15  7 
Net cash used in investing activities $ (283) $ (1,519)

The decrease in net cash used in investing activities was primarily driven by the absence of the June 2019 acquisition and lower cash sweeps under the CSCS agreement in 2020 due to higher cash balances related to financing activity in September of 2019, partly offset by higher capital expenditures in 2020 primarily related to the pipeline expansion projects and repowering of certain wind facilities (see Capital Expenditures).


Net Cash Provided by (Used in) Financing Activities
2020 2019
(millions)
Nine Months Ended September 30,
Proceeds from issuance of common units - net $ 2  $ 3 
Issuances (retirements) of long-term debt - net 51  649 
Partner contributions 7  2 
Partner distributions (320) (259)
Change in amounts due to related parties (2) 29 
Proceeds related to differential membership interests - net 71  44 
Proceeds (payments) related to Class B noncontrolling interests - net (34) 878 
    Other
(7) (35)
Net cash provided by (used in) financing activities $ (232) $ 1,311 

The change in net cash provided by (used in) financing activities primarily reflects the absence of proceeds related to the sale of Class B noncontrolling interests and lower net issuances of long-term debt in 2020 compared to 2019, both of which were primarily related to the June 2019 acquisition.

New Accounting Rules and Interpretations

Reference Rate Reform - In March 2020, the FASB issued an accounting standards update which provides certain options to apply GAAP guidance on contract modifications and hedge accounting as companies transition from LIBOR and other interbank offered rates to alternative reference rates that are yet to be determined or finalized. See Note 10 - Reference Rate Reform.

Quantitative and Qualitative Disclosures about Market Risk

NEP is exposed to several market risks in its normal business activities. Market risk is the potential loss that may result from market changes associated with its business. The types of market risks include interest rate and counterparty credit risks.

Interest Rate Risk

NEP is exposed to risk resulting from changes in interest rates associated with outstanding and expected future debt issuances and borrowings. NEP manages interest rate exposure by monitoring current interest rates, entering into interest rate contracts and using a combination of fixed rate and variable rate debt. Interest rate swaps are used to mitigate and adjust interest rate exposure when deemed appropriate based upon market conditions or when required by financing agreements (see Note 5).

NEP has long-term debt instruments that subject it to the risk of loss associated with movements in market interest rates. At September 30, 2020, approximately 14% of the long-term debt, including current maturities, was exposed to fluctuations in interest expense while the remaining balance was either fixed rate debt or financially hedged. At September 30, 2020, the estimated fair value of NEP's long-term debt was approximately $4.0 billion and the carrying value of the long-term debt was $3.9 billion. See Note 4 - Financial Instruments Recorded at Other than Fair Value. Based upon a hypothetical 10% decrease in interest rates, which is a reasonable near-term market change, the fair value of NEP's long-term debt would increase by approximately $36 million at September 30, 2020.

29

At September 30, 2020, NEP had interest rate contracts with a net notional amount of approximately $7.1 billion related to managing exposure to the variability of cash flows associated with outstanding and expected future debt issuances and borrowings. Based upon a hypothetical 10% decrease in rates, NEP’s net derivative liabilities at September 30, 2020 would increase by approximately $83 million.

Counterparty Credit Risk

Risks surrounding counterparty performance and credit risk could ultimately impact the amount and timing of expected cash flows. Credit risk relates to the risk of loss resulting from non-performance or non-payment by counterparties under the terms of their contractual obligations. NEP monitors and manages credit risk through credit policies that include a credit approval process and the use of credit mitigation measures such as prepayment arrangements in certain circumstances. NEP also seeks to mitigate counterparty risk by having a diversified portfolio of counterparties.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

See Management's Discussion - Quantitative and Qualitative Disclosures About Market Risk.


Item 4.  Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures

As of September 30, 2020, NEP had performed an evaluation, under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, of the effectiveness of the design and operation of NEP's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, the chief executive officer and the chief financial officer of NEP concluded that NEP's disclosure controls and procedures were effective as of September 30, 2020.

(b)    Changes in Internal Control Over Financial Reporting

NEP is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal controls. This results in refinements to processes throughout NEP. However, there has been no change in NEP's internal control over financial reporting (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) that occurred during NEP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NEP's internal control over financial reporting.


30

PART II - OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in the 2019 Form 10-K and the March 2020 Form 10-Q. The factors discussed in Part I, Item 1A. Risk Factors in the 2019 Form 10-K and Part II, Item 1A. Risk Factors in the March 2020 Form 10-Q, as well as other information set forth in this report, which could materially adversely affect NEP's business, financial condition, liquidity, results of operations and ability to make cash distributions to its unitholders should be carefully considered. The risks described in the 2019 Form 10-K and the March 2020 Form 10-Q are not the only risks facing NEP. Additional risks and uncertainties not currently known to NEP, or that are currently deemed to be immaterial, also may materially adversely affect NEP's business, financial condition, liquidity, results of operations and ability to make cash distributions to its unitholders.

Item 5. Other Information

(a)In accordance with the NEP partnership agreement, on October 20, 2020 the NEP board of directors modified the eligibility requirements for holders of units of NEP (eligible holders) that wish to submit the name of a qualified director nominee for inclusion in NEP’s proxy statement for the 2021 annual meeting of limited partners of NEP (2021 annual meeting). Under the modified requirements, an eligible holder must have owned the required units, as defined in the NEP partnership agreement, continuously for at least three months prior to the date of nomination in order to submit a proxy access nominee for the 2021 annual meeting. Notice of a proxy access nominee for the 2021 annual meeting must be received by W. Scott Seeley, NEP’s Corporate Secretary, at 700 Universe Boulevard, Juno Beach, Florida 33408 no earlier than November 6, 2020 and no later than the close of business on December 6, 2020. The notice may be made by personal delivery, by facsimile (561-691-7702) or sent by U.S. certified mail. Eligible holders who wish to submit nominees will be required to satisfy the requirements set forth in the NEP partnership agreement.

Item 6. Exhibits
Exhibit
Number 		Description
10.1
31(a)
31(b)
32
101.INS XBRL Instance Document - XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH XBRL Schema Document
101.PRE XBRL Presentation Linkbase Document
101.CAL XBRL Calculation Linkbase Document
101.LAB XBRL Label Linkbase Document
101.DEF XBRL Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________________________
* Incorporated herein by reference

NEP agrees to furnish to the SEC upon request any instrument with respect to long-term debt that NEP has not filed as an exhibit pursuant to the exemption provided by Item 601(b)(4)(iii)(A) of Regulation S-K.
31

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  October 22, 2020

NEXTERA ENERGY PARTNERS, LP
(Registrant)
JAMES M. MAY
James M. May
Controller and Chief Accounting Officer
(Principal Accounting Officer)

32

Exhibit 10.1


NEXTERA ENERGY PARTNERS, LP

AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

August 4, 2017



TABLE OF CONTENTS


Section        Title                                     Page

Section 1.    Definitions……………………………………………………………………..…1
Section 2.    Demand Registrations…………………………………………………………....4
Section 3.    Piggyback Registrations……………………………………………………….…9
Section 4.    Lock-Up Agreements……………………………………………………………11
Section 5.    Registration Procedures…………………………………………………………11
Section 6.    Registration Expenses…………………………………………………………...16
Section 7.    Indemnification and Contribution…………………………………………...…..16
Section 8.    Underwritten Offerings………………………………………………………….19
Section 9.    Additional Parties; Joinder………………………………………………………19
Section 10.    Current Public Information……………………………………………………...20
Section 11.    Subsidiary Public Offering………………………………………………………20
Section 12.    Transfer of Registrable Securities……………………………………………….20
Section 13.    General Provisions……………………………………………………………….21
































i


NEXTERA ENERGY PARTNERS, LP

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT



THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of August 4, 2017, by and between NextEra Energy Partners, LP, a Delaware limited partnership (the "Partnership"), and NextEra Energy, Inc., a Florida corporation, ("NextEra"). Except as otherwise specified herein, all capitalized terms in this Agreement are defined in Section I.

WHEREAS, NextEra (together with its Affiliates (as defined below)) has acquired and may from time to time acquire in the future, including under the Exchange Agreement (as defined below), or in open market purchases, the Partnership's common units representing limited partner interests (the "Common Units"); and

WHEREAS, to induce NextEra and its Affiliates to hold Common Units, the Partnership has agreed to grant NextEra rights to the registration of the Registrable Securities (as defined below) held by NextEra and its Affiliates according to the terms and conditions in the Registration Rights Agreement, dated as of July I, 2014 (the "Original Agreement"); and

WHEREAS, NextEra and the Partnership desire to amend and restate the Original
Agreement in order to reflect changes to the Partnership's governance structure;

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which the parties to this Agreement hereby acknowledge, these patties agree that the Original Agreement is, as of and at the date first written above, amended and restated in its entirety to read as follows:

Section 1.    Definitions.

The following terms shall have the meanings below:

"Affiliate" of any Person means any other Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with such Person; provided that the Partnership and its Subsidiaries shall not be deemed to be Affiliates of any Holder (as defined below). As used in this definition, "control" (including, with its correlative meanings, "controlling," "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

"Agreement" has the meaning in the preamble.

"Automatic Shelf Registration Statement" has the meaning in Section 2(a).



"Business Day" means every day except a Saturday or Sunday, or a legal holiday in the City of New York on which banking institutions are authorized or required by law, regulation or executive order to close.

"Capital Stock" means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock of such corporation (whether voting or nonvoting and whether common or preferred) and (ii) with respect to any Person that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution of assets of, the issuing Person, including in each case any and all warrants, rights (including conversion and exchange rights) and options to purchase any of the foregoing.

"Common Units" has the meaning in the recitals.

"Demand Registrations" has the meaning in Section 2(a).

"End of Suspension Notice" has the meaning in Section 2(f)(ii).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.

"Exchange Agreement" means the agreement, dated as of July 1, 2014, by and among the Partnership, NEE Operating LP and NEE Equity, under which NEE Equity can tender common units of NEE Operating LP for redemption or in exchange for Common Units after the expiration of the Purchase Price Adjustment Period;

"FINRA" means the Financial Industry Regulatory Authority.

"Free Writing Prospectus" means a free- writing prospectus, as defined in Rule 405.

"Holder" means a holder of Registrable Securities. "Indemnified Parties" has the meaning in Section 7(a). "Joinder" has the meaning in Section 9.
"Long-Form Registrations" has the meaning in Section 2(a).

"NEE Equity" means NextEra Energy Equity Partners, LP, a Delaware limited partnership.

"NEE Operating LP" means NextEra Energy Operating Partners, LP, a
Delaware limited partnership and a direct subsidiary of the Partnership.

"NextEra" has the meaning in the preamble.








"Original Agreement" has the meaning in the recitals. "Partnership" has the meaning in the preamble.
"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

"Piggyback Registration" has the meaning in Section 3(a).

"Public Offering" means any sale or distribution by the Partnership and/or Holders to the public of Common Units under an offering registered under the Securities Act, other than the initial public offering of the Partnership.

"Purchase Price Adjustment Period" has the meaning given such term in the
Purchase Agreement, dated as of July 1, 2014, by and among NEE Equity and the Partnership.

IMAGE71.JPG "Registrable Securities" means (i) any Common Units acquired or that may be acquired by NextEra or its Affiliates in accordance with the Exchange Agreement, (ii) any Capital Stock of the Partnership or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization; and (iii) any other Common Units held by NextEra or its Affiliates from time to time. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been (a) sold or distributed in a Public Offering, (b) sold in compliance with Rule 144, or (c) repurchased by the Partnership or a Subsidiary of the Partnership, including in accordance with the Exchange Agreement. For purposes of this Agreement, a Person shall be deemed to be a Holder, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a Holder hereunder; provided that a Holder may only request that Registrable Securities in the form of Capital Stock of the Partnership registered or to be registered as a class under Section 12 of the Exchange Act be registered under this Agreement.

"Registration Expenses" has the meaning in Section 6(a).

"Rule 144," "Rule 158," "Rule 405" and "Rule 415" mean, in each case, such rule promulgated under the Securities Act (or any successor provision) by the SEC, as the same shall be amended from time to time, or any successor rule then in force.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, or any successor federal law then in force, together with all rules and regulations promulgated thereunder.






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"Shelf Offering" has the meaning in Section 2(d)(ii).

"Shelf Offering Notice" has the meaning in Section 2(d)(ii). "Shelf Offering Request" has the meaning in Section 2(d)(ii). "Shelf Registrable Securities" has the meaning in Section 2(d)(ii). "Shelf Registration" has the meaning in Section 2(a).
"Shelf Registration Statement" has the meaning in Section 2(d)(i).

"Short-Form Registrations" has the meaning in Section 2(a).

"Subsidiary" means, with respect to the Partnership, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Partnership or one or more of the other Subsidiaries of the Partnership or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Partnership or one or more Subsidiaries of the Partnership or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business
entity.

"Suspension Event" has the meaning in Section 2(f)(ii). "Suspension Notice" has the meaning in Section 2(f)(ii). "Suspension Period" has the meaning in Section 2(f)(i). "Underwritten Takedown" has the meaning in Section 2(d)(ii). "Violation" has the meaning in Section 7(a).
"WKSI" means a "well-known seasoned issuer" as defined under Rule 405 under the Securities Act.

Section 2.     Demand Registrations.

(a)    Requests for Registration. Subject to the terms and conditions of this Agreement, the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on





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Form S-1 or any similar long-form registration ("Long-Form Registrations"), and the holders of at least a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration ("Short-Form Registrations"), if available; provided, however, that the Partnership shall not be required to effect the registration of Registrable Securities pursuant to this Section 2 unless the Registrable Securities are offered at an aggregate proposed offering price of not less than $1 million at the time of the request. All registrations requested under this Section 2(a) are referred to herein as "Demand Registrations." The holders of a majority of the Registrable Securities making a Demand Registration may request that the registration be made under Rule 415 under the Securities Act (a "Shelf Registration") and, if the Partnership is a WKSI at the time any request for a Demand Registration is submitted to the Partnership, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an "Automatic Shelf Registration Statement"). Within ten days after the filing of the registration statement relating to the Demand Registration, the Partnership shall give written notice of the Demand Registration to all other Holders and, subject to the terms of Section 2(e), shall include in such Demand Registration (and in all related registrations and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Partnership has received written requests for inclusion therein within 15 days after the receipt of the Partnership's notice; provided that, with the consent of the holders of at least a majority of the Registrable Securities requesting such registration, the Partnership may provide notice of the Demand Registration to all other Holders within three Business Days following the non-confidential filing of the registration statement with respect to the Demand Registration so long as such registration statement is not an Automatic Shelf Registration Statement. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Partnership until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

(b)     Long-Form Registrations. The Holders shall be entitled to an unlimited number of Long-Form Registrations, in which the Partnership shall pay all Registration Expenses, whether or not any such registration is consummated. All Long­ Form Registrations shall be underwritten registrations.

(c)     Short-Form Registrations. In addition to the Long-
Form Registrations provided pursuant to Section2(b), the holders of a majority of the Registrable Securities shall be entitled to an unlimited number of Short-Form Registrations, in which the Partnership shall pay all Registration Expenses. Demand Registrations shall be Short­ Form Registrations whenever the Partnership is permitted to use any applicable short form and if the managing underwriters (if any) agree to the use of a Short-Form Registration. The
Partnership shall use its reasonable best efforts to make Short-Form Registrations available for the sale of Registrable Securities.

(d)     Shelf Registrations.









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(i) Subject to the availability of required financial information, as promptly as practicable after the Partnership receives written notice of a request for a Shelf Registration, the Partnership shall file with the SEC a registration statement under the Securities Act for the Shelf Registration (a "Shelf Registration Statement"). The Partnership shall use its best efforts to cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after filing, and once effective, the Partnership shall cause such Shelf Registration Statement to remain continuously effective for such time period as is specified in such request, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the date of filing of such Shelf Registration, (B) the date on which all Registrable Securities covered by such Shelf Registration have been sold under the Shelf Registration, and (C) the date as of which there are no longer any Registrable Securities covered by such Shelf Registration in existence. Without limiting the generality of the foregoing, the Partnership shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities held by or issuable to NextEra or its Affiliates in accordance with the terms of the Exchange Agreement (or such other number of Registrable Securities specified in writing by NextEra) to enable such Shelf Registration Statement to be filed with the SEC as soon as practicable after the expiration of the Purchase Price Adjustment Period.

(ii) In the event that a Shelf Registration Statement is effective, the holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell in an offering (including an underwritten offering (an "Underwritten Takedown")) Registrable Securities available for sale under such registration statement ("Shelf Registrable Securities"), so long as the Shelf Registration Statement remains in effect, and the Partnership shall pay all Registration Expenses in connection therewith. The holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall make such election by delivering to the Partnership a written request (a "Shelf Offering Request") for such offering specifying the number of Shelf Registrable Securities that the holders desire to sell in such offering (the "Shelf Offering"). As promptly as practicable, but no later than two Business Days after receipt of a Shelf
Offering Request, the Partnership shall give written notice (the "Shelf Offering
Notice") of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Partnership, subject to Sections 2(e) and Jl. hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Partnership for
inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven days after the receipt of the Shelf Offering Notice. The Partnership shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the holders of a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. Each








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Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such Shelf Offering Notice without the prior written consent of the Partnership until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

(iii) Notwithstanding the foregoing, if the holders of a majority of the Registrable Securities wish to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such Holders only need to notify the Partnership of the block trade Shelf Offering two Business Days before the day such offering is to commence (unless a longer period is agreed to by the holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Partnership shall promptly notify other Holders and such other Holders must elect whether or not to participate by the next Business Day (i.e., one Business Day before the day such offering is to commence) (unless a longer period is agreed to by the holders of a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Partnership shall as expeditiously as possible use its best efforts to facilitate such offering (which may close as early as three Business Days after the date it commences); provided that the holders of a majority of the Registrable Securities shall use commercially reasonable efforts to work with the Partnership and the underwriters before making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade.

(iv) The Partnership shall, at the request of the holders of
a majority of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement
is an Automatic Shelf Registration Statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the holders of a majority of the Registrable Securities to effect such Shelf Offering.

(e)     Priority on Demand Registrations and Shelf Offerings. The Partnership shall not include in any Demand Registration or Shelf Offering any securities that are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities included in such registration; provided, however, that the Partnership may include in any Demand Registration or Shelf Registration Capital Stock for sale for its own account. If a Demand Registration or a Shelf Offering is an underwritten offering and the managing underwriters advise the Partnership in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Partnership shall include in such offering before the







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inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters, can be sold, without any such adverse effect, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder. Alternatively, if the number of Registrable Securities which can be included on a Shelf Registration Statement is otherwise limited by Instruction l.B.6 to Form S-3 (or any successor provision thereto), the Partnership shall include in such offering before the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included which can be included on such Shelf Registration Statement in accordance with the requirements of Form S-3, pro rata among the respective holders thereof on the basis of the amount of Registrable Securities owned by each such holder.

(f)     Restrictions on Demand Registration and Shelf Offerings.

(i) The Partnership may, with the consent of the holders of a majority of the Registrable Securities, postpone, for up to 60 days from the date of the request, the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part of a Shelf Registration Statement for up to 60 days from the date of the Suspension Notice (and defined below) and therefore suspend sales of the Shelf Registrable Securities (such period, the "Suspension Period") by providing written notice to the Holders if (A) the board of directors of the Partnership determines in its reasonable good faith judgment that the offer or sale of Registrable Securities would reasonably be expected to have a material adverse effect on any proposal or plan by the Partnership or any Subsidiary to engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger, consolidation, tender offer, recapitalization, reorganization or other transaction involving the Partnership and (B) upon consultation with counsel, the sale of Registrable Securities under the registration statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Partnership has a bona fide business purpose for preserving the confidentiality of such transaction or (y) disclosure would have a material adverse effect on the Partnership or the Partnership's ability to consummate such transaction; provided that in such event, the Holders shall be entitled to withdraw such request for a Demand Registration or underwritten Shelf Offering and the Partnership shall pay all Registration Expenses in connection with such Demand Registration or Shelf Offering. The Partnership may delay a Demand Registration hereunder only once in any twelve­ month period. The Partnership may extend the Suspension Period for any period of time with the consent of the holders of a majority of the Registrable Securities.

(ii) In the case of an event that causes the Partnership to suspend the use of a Shelf Registration Statement as described in paragraph (f)(i) above or under Section 5(a)(vi) (a "Suspension Event"), the Partnership shall give a notice to the Holders registered under such Shelf Registration Statement (a "Suspension Notice") to suspend sales of the Registrable Securities and such notice shall state generally the basis for the notice






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and that such suspension shall continue only for so long as the Suspension Event or its effect is continuing. A Holder shall not effect any sales of the Registrable Securities under such Shelf Registration Statement (or such filings) at any time after it has received a Suspension Notice from the Partnership and before receipt of an End of Suspension Notice (as defined below). Each Holder agrees that such Holder shall treat as confidential the receipt of the Suspension Notice and shall not disclose or use the information contained in such Suspension Notice without the prior written consent of the Partnership until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. The Holders may recommence effecting sales of the Registrable Securities under the Shelf Registration Statement (or such filings) following further written notice to such effect (an "End of Suspension Notice") from the Partnership, which End of Suspension Notice shall be given by the Partnership to the Holders and to the Holders' legal counsel, if any, promptly following the conclusion of any Suspension Event and its effect.

(iii) Notwithstanding any provision herein to the contrary, if the Partnership shall give a Suspension Notice with respect to any Shelf Registration Statement under this Section 2(f), the Partnership agrees that it shall extend the period of time during which such Shelf Registration Statement shall be maintained effective under this Agreement by the number of days during the period from the date of receipt by the Holders of the Suspension Notice to and including the date of receipt by the Holders of the End of Suspension Notice and provide copies of the supplemented or amended prospectus necessary to resume sales, with respect to each Suspension Event; provided that such period of time shall not be extended beyond the date that there are no longer Registrable Securities covered by such Shelf Registration Statement.

(g)     Selection of Underwriters. The holders of a majority of the Registrable Securities included in any Demand Registration shall have the right to select the investment banker(s) and manager(s) to administer the offering, subject to the Partnership approval, which shall not be unreasonably withheld, conditioned or delayed. If any Shelf Offering is an underwritten offering, the holders of a majority of the Registrable Securities participating in such underwritten offering shall have the right to select the investment banker(s) and manager(s) to administer the offering relating to such Shelf Offering, subject to the Partnership's approval, which shall not be unreasonably withheld, conditioned or delayed.

(h)     Other Registration Rights. Except as provided in this Agreement, the Partnership shall not grant to any Persons the right to request the Partnership or any Subsidiary to register any Capital Stock of the Partnership or any Subsidiary, or any securities convertible or exchangeable into or exercisable for such securities, without the prior written consent of the holders of a majority of the Registrable Securities.

Section 3.     Piggyback Registrations.







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(a)     Right to Piggyback. Whenever the Partnership proposes to register any of its securities under the Securities Act (other than (i) under a Demand Registration or the registration of the Partnership’s securities in order to satisfy the Partnership's or any Subsidiary's obligation to deliver cash proceeds from the sale of such securities under the Exchange agreement, (ii) in connection with registrations on Form1 S-4 or S-8 promulgated by the SEC or any successor or similar forms or (iii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), the Partnership shall give prompt written notice (in any event within three Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement and, subject to the terms of Sections 3(c) and (d), shall include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Partnership has received written requests for inclusion therein within 20 days after delivery of the Partnership notice.

(b)     Piggyback Expenses. The Registration Expenses of the Holders shall be paid by the Partnership in all Piggyback Registrations, whether or not any such registration became effective.

(c)     Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Partnership, and the managing underwriters advise the Partnership in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Partnership shall include in such registration (i) first, the securities the Partnership proposes to sell, (ii) second, the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.

(d)     Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Partnership securities, and the managing underwriters advise the Partnership in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, the Partnership shall include in such registration (i) first, the securities requested to be included therein by the holders initially requesting such registration and the Registrable Securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such securities on the basis of the number of securities owned by such Holder, and (ii) second, other securities requested to be included in such registration which, in the opinion of the underwriters, can be sold without any such adverse effect.








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(e)     Selection of Underwriters. If any Piggyback Registration is an underwritten offering, the selection of investment banker(s) and manager(s) for the offering must be approved by the holders of a majority of the Registrable Securities included in such Piggyback Registration. Such approval shall not be unreasonably withheld, conditioned or delayed.

(f)     Right to Terminate Registration. The Partnership shall have the right to terminate or withdraw any registration initiated by it under this Section 3 whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Partnership in accordance with Section 6.

Section 4.     Lock-Up Agreements.

If required by the holders of a majority of the Registrable Securities, each Holder shall enter into lock-up agreements with the managing underwriters of an underwritten Public Offering in such form as agreed to by the holders of a majority of the Registrable Securities participating in such Public Offering. If required by the holders of a majority of the Registrable Securities, the Partnership shall use best efforts to cause each director and each executive officer of the Partnership and any holders of Common Units who beneficially own in excess of 1% of the total outstanding Common Units to enter into substantially similar lock-up agreements.

Section 5.     Registration Procedures.

(a)     Whenever the Holders have requested that any Registrable Securities be registered under this Agreement or have initiated a Shelf Offering, (i) such Holders shall, if applicable, cause such Registrable Securities to be exchanged into Common Units in accordance with the terms of the Exchange Agreement before or substantially concurrently with the sale of such Registrable Securities and (ii) the Partnership shall use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof held by a Holder requesting registration, and pursuant thereto the Partnership shall as expeditiously as possible:

(i) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the SEC a registration statement, and all amendments and supplements thereto and related prospectuses, with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Partnership shall furnish to the counsel selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the review and comment of such counsel);

(ii) notify each Holder of (A) the issuance by the SEC of any stop order suspending the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Partnership or its counsel of any notification with respect to the suspension of the qualification





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of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each registration statement filed hereunder;

(iii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution by the sellers thereof in such registration statement (but not in any event before the expiration of any longer period required under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof in such registration statement;

(iv) furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(v) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided that the Partnership shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction or (C) subject itself to taxation in any such jurisdiction;

(vi) notify each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained, (B) promptly after receipt thereof, of any request by the SEC for the amendment or supplementing of such registration statement or prospectus or for additional information, and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event




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as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Section 2(f), at the request of any such seller, the Partnership shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements
therein not misleading;

(vii) use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Partnership are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities with FINRA;

(viii) use reasonable best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(ix) enter into and perform such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a split or combination of Common Units, recapitalization or reorganization);

(x) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition under such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate and business documents and properties of the Partnership as shall be necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors, employees, agents, representatives and independent accountants of the Partnership and its general partner to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(xi) take all reasonable actions to ensure that any Free Writing Prospectus utilized in connection with any Demand Registration or Piggyback Registration hereunder complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;




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(xii) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Partnership's first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;

(xiii) permit any of Registrable Securities Which Holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Partnership, to participate in the preparation of such registration or comparable statement and to allow such Holder to provide language for insertion therein, in form and substance satisfactory to the Partnership, which in the reasonable judgment of such Holder and its counsel should be included;

(xiv) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any order suspending or preventing the use of any related prospectus or suspending
the qualification of any Common Units included in such registration statement for sale in any jurisdiction use reasonable best efforts promptly to obtain the withdrawal of such order;

(xv) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Registrable Securities;

(xvi) cooperate with the Holders covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the managing underwriter, or agent, if any, or such Holders may request;

(xvii) cooperate with each Holder covered by the registration statement and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(xviii) use its reasonable best efforts to make available the executive officers of the Partnership to participate with the Holders and any underwriters in any "road shows" or other selling efforts that may be reasonably requested by the Holders in connection with the methods of distribution for the Registrable Securities;





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(xix) in the case of any underwritten offering, use its reasonable best efforts to obtain one or more cold comfort letters from the Partnership's independent public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the holders of a majority of the Registrable Securities being sold reasonably request;

(xx) in the case of any underwritten offering, use its reasonable best efforts to provide a legal opinion of the Partnership’s outside counsel, dated the effective date of such registration statement (and, if such registration includes an underwritten Public Offering, dated the date of the closing under the underwriting agreement), the registration statement, each amendment and supplement thereto, the prospectus included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature, which opinion shall be addressed to the underwriters and the Holders of such Registrable Securities;

(xxi) if the Partnership files an Automatic Shelf Registration Statement covering any Registrable Securities, use its best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such Automatic Shelf Registration Statement is required to remain effective;

(xxii) if the Partnership does not pay the filing fee covering the Registrable Securities at the time an Automatic Shelf Registration Statement is filed, pay such fee at such time or times as the Registrable Securities are to be sold; and

(xxiii) if the Automatic Shelf Registration Statement has been outstanding for at least three years, at the end of the third year, refile a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Partnership is required to re-evaluate its WKSI status the Partnership determines that it is not a WKSI, use its best efforts to refile the Shelf Registration Statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.

(b)     Any officer of the Partnership or the general partner of the Partnership who is a Holder agrees that if and for so long as he or she is employed by the Partnership or any Subsidiary thereof, he or she shall participate fully in the sale process in a manner customary for persons in like positions and consistent with his or her other duties with the Partnership, including the preparation of the registration statement and the preparation and presentation of any road shows.

(c)     The Partnership may require each seller of Registrable Securities as to which any registration is being effected to furnish the Partnership such information regarding








15


such seller and the distribution of such securities as the Partnership may from time to time reasonably request in writing.

(d)     If NextEra or any of its Affiliates seek to effectuate an in-kind distribution of all or part of their respective Registrable Securities to their respective direct or indirect equity holders, the Partnership shall, subject to any applicable lock-ups, work with the foregoing persons in good faith to facilitate such in-kind distribution in the manner reasonably requested.

Section 6.     Registration Expenses.

(a)     The Partnership’s Obligation. All expenses incident to the Partnership’s performance of or compliance with this Agreement (including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Partnership and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and other Persons retained by the Partnership) (all such expenses being herein called "Registration Expenses"), shall be borne as provided in this Agreement, except that the Partnership shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of the officers and employees of its general partner performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Partnership are then listed. Each Person that sells securities under a Demand Registration or Piggyback Registration hereunder shall bear and pay all underwriting discounts and commissions applicable to the securities sold for such Person's account.

(b)     Counsel Fees and Disbursements. In connection with each Demand Registration, each Piggyback Registration and each Shelf Offering that is an underwritten Public Offering, the Partnership shall reimburse the Holders included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration or participating in such Shelf Offering and disbursements of each additional counsel retained by any Holder for the purpose of rendering a legal opinion on behalf of such Holder in connection with any underwritten Demand Registration, Piggyback Registration or Shelf Offering.

Section 7.     Indemnification and Contribution.

(a)     By the Partnership. The Partnership shall indemnify and hold harmless, to the extent permitted by law, each Holder, each Holder's officers, directors, managers, employees, agents and representatives, and each Person who controls such Holder
(within the meaning of the Securities Act) (the "Indemnified Parties") against all losses, claims,
actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a "Violation") by the Partnership: (i) any untrue or alleged untrue







16


statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an "application") executed by or on behalf of the Partnership or based upon written information furnished by or on behalf of the Partnership filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Partnership of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Partnership and relating to action or inaction required of the Partnership in connection with any such registration, qualification or compliance. In addition, the Partnership shall reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Partnership shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue
statement or alleged untrue statement, or omission or alleged omission, made in such registration
statement, any such prospectus, preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Partnership by such Indemnified Party expressly for use therein or by such Indemnified Party's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Partnership has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Partnership shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified Parties.

(b)     By Each Security Holder. In connection with any registration statement in which a Holder is participating, each such Holder shall furnish to the Partnership in writing such information as the Partnership reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Partnership and the officers, directors, managers, employees, agents and representatives of the Partnership and its general partner, and each Person who controls the Partnership (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Holder; provided that the obligation to indemnify shall be individual, not joint and several,
for each Holder and shall be limited to the net amount of proceeds received by such Holder from
the sale of Registrable Securities under such registration statement.

(c)    Claim Procedure. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which
it seeks indemnification (provided that the failure to give prompt notice shall impair any Person's right to indemnification hereunder only to the extent such failure has prejudiced the






17


indemnifying party) and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration if such Holders are indemnified parties, at the expense of the indemnifying party.

(d)     Contribution. If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to, or is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Registrable Securities effected under such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution under this Section 7(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)     Release. No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.








18


(f)     Non-exclusive Remedy; Survival. The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have under law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

Section 8.     Underwritten Offerings.

(a)     Participation. No Person may participate in any offering hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including, without limitation, under any over-allotment or "green shoe" option requested by the underwriters; provided that no Holder shall be required to sell more than the number of Registrable Securities such Holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Each such Holder shall execute and deliver such other agreements as may be reasonably requested by the Partnership and the lead managing underwriters that are consistent with such Holder's obligations under Sections 4, 5, and 8(a) or that are necessary to give further effect thereto. To the extent that any such agreement is entered into under, and consistent with, Sections 4 and 8(a), the respective rights and obligations created under such agreement shall supersede the respective rights and obligations of the Holders, the Partnership and the underwriters created under this Section 8(a).

(b)     Price and Underwriting Discounts. In the case of an underwritten Demand Registration or Underwritten Takedown requested by Holders under this Agreement, the price, underwriting discount and other financial terms of the related underwriting agreement for the Registrable Securities shall be determined by the Holders of a majority of the Registrable Securities included in such underwritten offering.

(c)     Suspended Distributions. Each Person that is participating in any registration under this Agreement, upon receipt of any notice from the Partnership of the happening of any event of the kind described in Section 5(a)(vi), shall immediately discontinue the disposition of its Registrable Securities under the registration statement until such Person's receipt of the copies of a supplemented or amended prospectus as contemplated by Section 5(a)(vi). In the event the Partnership has given any such notice, the applicable time period in Section 5(a)(ii) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice under this Section 8(c) to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 5(a)(vi).

Section 9.     Additional Parties; Joinder.









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Subject to the prior written consent of the holders of a majority of the Registrable Securities, the Partnership may permit any Person who acquires Common Units or rights to acquire Common Units from the Partnership after the date hereof to become a party to this Agreement and to succeed to all of the rights and obligations of a Holder under this Agreement by obtaining an executed joinder to this Agreement from such Person in the form of Exhibit A attached hereto (a "Joinder"). Upon the execution and delivery of a Joinder by such Person, the Common Units shall constitute Registrable Securities and such Person shall be a Holder under this Agreement, and the Partnership shall add such Person's name and address to the Schedule of Investors hereto and circulate such information to the parties to this Agreement.

Section 10.     Current Public Information.

At all times after the Partnership has filed a registration statement with the SEC under the requirements of either the Securities Act or the Exchange Act, the Partnership shall file all
reports required to be filed by it under the Securities Act and the Exchange Act and shall take
such further action as any Holder or Holders may reasonably request, all to the extent required to enable such Holders to sell Registrable Securities under Rule 144. Upon request, the Partnership shall deliver to any Holder a written statement as to whether it has complied with such requirements.

Section 11.     Subsidiary Public Offering.

If, after an initial Public Offering of the Capital Stock of one of its Subsidiaries, the Partnership distributes securities of such Subsidiary to its equity holders, then the rights and obligations of the Partnership under this Agreement shall apply, mutatis mutandis, to such Subsidiary, and the Partnership shall cause such Subsidiary to comply with such Subsidiary's obligations under this Agreement.

Section 12.     Transfer of Registrable Securities.

(a)     Restrictions on Transfers. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Partnership, (ii) transfers among NextEra and any of its Affiliates, (iii) a Public Offering, (iv) a sale under Rule 144 or (v) a transfer in connection with a Sale of the Partnership, before transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Partnership a Joinder agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Partnership shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.

(b)     Legend. Each certificate evidencing any Registrable Securities and each certificate issued in exchange for or upon the transfer of any Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET


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FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF 2014, AMONG THE ISSUER OF SUCH SECURITIES (THE "PARTNERSHIP") AND CERTAIN OF THE PARTNERSHIP'S SECURITYHOLDERS, AS AMENDED. A COPY OF SUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE PARTNERSHIP TO THE HOLDER HEREOF UPON WRITTEN REQUEST."

The Partnership shall imprint such legend on certificates evidencing Registrable Securities outstanding before the date hereof. The legend above shall be removed from the certificates evidencing any securities that have ceased to be Registrable Securities.

Section 13. General Provisions.

(a)     Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Partnership and holders of a majority of the Registrable Securities; provided that no such amendment, modification or waiver that would materially and adversely affect a Holder or group of Holders in a manner materially different than any other Holder or group of Holders (other than amendments and modifications required to implement the provisions of Section 9), shall be effective against such Holder or group of Holders without the consent of the holders of a majority of the Registrable Securities that are held by the group of Holders that is materially and adversely affected thereby. The failure or delay of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms. A waiver or consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations under this Agreement shall not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person under this Agreement.

(b)     Remedies. The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(c)     Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in any respect under any applicable law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction, but this Agreement




21


shall be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable provision had never been contained herein.

(d)     Entire Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(e)     Successors and Assigns. This Agreement shall bind and inure to the benefit and be enforceable by the Partnership and its successors and assigns and the Holders and their respective successors and assigns (whether so expressed or not). In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchasers or Holders are also for the benefit of, and enforceable by, any subsequent Holder.

(f)     Notices. Any notice, demand or other communication to be given under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; but if not, then on the next Business Day, (iii) one Business Day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three Business Days after it is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications shall be sent to the Partnership at the address specified below and to any Holder or to any other party subject to this Agreement at such address as indicated on the Schedule of Investors hereto, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Any party may change such party’s address for receipt of notice by giving prior written notice of the change to the sending party as provided herein. The Partnership’s address is:

NextEra Energy Partners, LP
700 Universe Boulevard
Juno Beach, Florida 33408
Attn: General Counsel
Facsimile: (561) 694-4999

or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

(g)     Business Days. If any time period for giving notice or taking action hereunder expires on a day that is not a Business Day, the time period shall automatically be extended to the Business Day immediately following such Saturday, Sunday or legal holiday.

(h)     Governing Law. The limited partnership law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Partnership and its common unitholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules hereto shall be






22


governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(i)     MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANYWAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

G)    CONSENT TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY AND COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE WILL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(k)     No Recourse. Notwithstanding anything to the contrary in this Agreement, the Partnership and each Holder agrees and acknowledges that no recourse under this Agreement, or any documents or instruments delivered in connection with this Agreement, shall be had against any current or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such for any obligation of any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.








23


(l)    Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the word "including" in this Agreement shall be by way of example rather than by limitation.

(m) No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

(n)     Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one patty, but all such counterparts taken together shall constitute one and the same agreement.

(o)     Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

(p)     Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Holder shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

(q)     No Inconsistent Agreements. The Partnership shall not hereafter enter into any agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders in this Agreement.





*    *    *    *    *












24


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
NEXTERA ENERGY PARTNERS, LP

By: NextEra Energy Partners, GP, Inc.,
general partner
By: MARK E. HICKSON
Mark E. Hickson
Executive Vice President, Strategy and
Corporate Development

NEXTERA ENERGY, INC.

By: MARK E. HICKSON
Mark E. Hickson
Executive Vice President, Corporate
Development, Strategy, Quality &
Integration



SCHEDULE OF INVESTORS

NextEra Energy, Inc.
700 Universe Boulevard
Juno Beach, Florida 33408
Attn: General Counsel
Facsimile: (561) 694-4999



EXHIBIT A

REGISTRATION RIGHTS AGREEMENT

JOINDER

The undersigned is executing and delivering this Joinder under the Registration Rights Agreement dated as of July I, 2014 (as the same may hereafter be amended, the "Agreement"), among NextEra Energy Partners, LP, a Delaware limited partnership (the "Partnership"), and the other persons named as parties therein.

By executing and delivering this Joinder to the Partnership, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Agreement as a Holder in the same manner as if the undersigned were an original signatory to the Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the     day of




__________________________________________Signature of Unitholder



___________________________________________Printed Name of Unitholder

Address: ___________________________________
__________________________________________
__________________________________________

Agreed and Accepted as of

NEXTERA ENERGY PARTNERS, LP

Name: __________________________________ Title: ___________________________________


A-1


Exhibit 31(a)

Rule 13a-14(a)/15d-14(a) Certification



I, James L. Robo, certify that:

1.I have reviewed this Form 10-Q for the quarterly period ended September 30, 2020 of NextEra Energy Partners, LP (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 22, 2020


JAMES L. ROBO
James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners, LP



Exhibit 31(b)

Rule 13a-14(a)/15d-14(a) Certification



I, Rebecca J. Kujawa, certify that:

1.I have reviewed this Form 10-Q for the quarterly period ended September 30, 2020 of NextEra Energy Partners, LP (the registrant);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 22, 2020


REBECCA J. KUJAWA
Rebecca J. Kujawa
Chief Financial Officer
of NextEra Energy Partners, LP



Exhibit 32







Section 1350 Certification





We, James L. Robo and Rebecca J. Kujawa, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Quarterly Report on Form 10-Q of NextEra Energy Partners, LP (the registrant) for the quarterly period ended September 30, 2020 (Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Dated: October 22, 2020


JAMES L. ROBO
James L. Robo
Chairman and Chief Executive Officer
of NextEra Energy Partners, LP

REBECCA J. KUJAWA
Rebecca J. Kujawa
Chief Financial Officer
of NextEra Energy Partners, LP

A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished as an exhibit to the Report pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 and, accordingly, is not being filed with the Securities and Exchange Commission as part of the Report and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing).